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  • Original Air Date:
    August 10, 2008
  • Written by:
    Doc Hammer
  • Production Number:
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Jump To: Summary | Capsule | Notes
All-time score of 4.4 with 489 votes


A series of cryptic clues sends Team Venture out to uncover a mystery left by the late Jonas Venture, Sr. As each new solved riddle exposes one more piece of secret Venture history, Brock discovers that his long-standing role as Dr. Venture's bodyguard may not have been the assignment he always thought it was.


We start with a scene from the Rusty Venture Cartoon show. Villain Half-Jackal stands over a bloodied and bound Jonas Venture, demanding the plans. Jonas confesses that he has the plans in his head and nowhere else. Hidden behind a rock Rusty is on Kano's shoulders holding a rifle. Col. Gentleman is laying next to them, conscious but one of his hands is covered in blood and his shirt is ripped up. He tells Kano and a very nervous Rusty that Rusty needs to kill Half-Jackal or his father will die. Rusty finally fires the weapons and... pause.

Billy has been watching the TV the entire time. He pauses and rewinds a few frames and examines the smoke coming out of the rifle. There appear to be some hidden numbers. He exclaims to Pete that he's done it! Pete comes out and, noting Billy is only wearing a bathrobe and underpants, shudders and congratulates him on discovering pornography.

Billy: Quit it, this is serious. You see what's written on that smoke? That circumference and length, it describes a cylinder.
Pete: Billy, you've snapped.
Billy: No, White. This boy genius is sane! Thirty years of searching for clues in the old Rusty Venture Cartoon has led me to this! [he holds up a toilet paper tube]
Pete: Wow. Impressive.

Billy points out that he has to wrap a strip of paper around the tube and he will get a message. A helical cypher. He does so but the code appears to contain more gibberish. Pete reluctantly points out that the code Billy recited is a web address. Of course the Rusty Venture Cartoon is from the 70's, but what the hey? Billy and Pete decode the address and it turns out to be a map... of the Venture Compound.

Pete: Oh my god you're right. And look at that... I can save 1.3 miles if I take Ridge Stree.

Super-short opening credits logo.

At the compound Billy is showing slides of stills from the Rusty Venture Cartoon to Doc, the boys and Brock. He points out that various patterns seen in the cartoon (such as brick walls and spider eyes) are not random but actually hidden code.

Dr. Venture: Alright, Billy! All you've proved is that you're way too into cartoons. And that I should figure out why I haven't seem dime-one from those DVD sales.
Billy: Wrong! Every one of these clues and hundreds more like them have led me here [he glances back at the screen which is still displaying an old picture of a shirtless Pete on spring break back in college], slide [a new slide comes up], to this spot in your compound and the final clue!
Brock: Yeah that's my herb garden. Doc, can we talk outside?
Dr. Venture: You can say it to everybody.
Hank: Aww, cool! Brock's gonna swear!
Dr. Venture: No he's not.
Hank: Cool! Brock's gonna talk about naked [Dean covers his ears] sex ladies!
Brock: Alright fine! When I got assigned this ridic- [he looks at Hank and Dean] -important assignment I was given explicit instructions to watch that exact patch of ground. Sorry, I'm not digging there. [he leaves]
Dr. Venture: Well you're employer is.
Billy: See? We've already lost Brock. And who knows who's next? Any one of us can meet our demise or be driven crazy by greed! The quest will not be easy.
Dr. Venture: Look Billy, you just saw me ride a Komodo dragon, and they have poisonous spit. [pauses] Poisonous spit? Infected mouths? Komodo dragons? If they bite you? [nobody responds] Whatever, nobody works as hard as Rusty Venture.

Cut to outside, Dr. Venture is lounging in a lawn chair and drinking some sort of beverage as Hank digs a hole and Pete and Billy watch. Dr. Venture berates Hank for working too slowly just as Dean comes out with a pitcher of Dr. Venture's beverage. Doc offers Pete and Billy another drink, also noting he's drinking Kahlua, Hershey's syrup and a dash of red Kool-Aid. Yes.

Just then Hank finds something. Billy happily leaps down to see what he's found.

Billy: Oh, false alarm.
Hank: It's a box full of old mops!
Billy: It's a dog corpse.
Dr. Venture: Welp, looks like we found where Brock buried Scamp.
Dean: Scamp? No!! Nooooooo!! [he runs away]
Dr. Venture: Dean?! Less ice this time!

Down in his room Brock listens to some music when a small window breaks and a crapload of dirt floods into the room. On top of it slides Dr. Venture holding a lunch box with the words 'Venture Bodyguard' scratched into it. He greets Brock and hands it to him, saying it's from the past (and making a spooky sound). Ooooooo. Billy slides in next, holding another box. He says it's the thing they've been looking for (he recognizes it from episode 209). Billy starts checking out Brock's room which of course annoys Brock, who would like some privacy. Pete slides in next, so obviously that's not going to happen. Hank and Dean slide in next.

Hank: I found even more treasure in there! A mysterious card that says 'ancient gear fist' and a coin! I'll bet it's Indian money! And look, a magic nurse shoe!
Pete: That's my shoe!
Dean: Hey! That's my Yugioh card and my slammer pog!
Hank: Aw, jip!
Dr. Venture: Dean, give me those! What did I tell you about gambling?
Dean: Jip!
Brock: Out!!

In the kitchen everyone sans Brock are gathered around, staring at the box Billy recovered from the hole. Dr. Venture notes that if it contains gold or jewels it's clear that his father wanted to have it... all of it. Hank notes that, in case it's poison gas, he was the one who carved Dean's name in the bathroom door. Dean thanks him and Billy opens the box slowly. Everyone relaxes when it opens without a hitch.

Inside is another cypher strip. All Billy needs is a roll of toilet paper. Dean runs to get one as Dr. Venture requests another glass of his terrible, terrible drink.

In his room Brock has found that the lunch box is actually not a lunch box, but an old-timey recording player (otherwise known as a victrola). There's also a pamphlet included. He begins the play and a man named Sandow begins to greet Brock, telling him that he's speaking to him from beyond the grave. Brock skips ahead a little when it's clear that Sandow is getting a little wordy in his greeting. The skip ahead reveals that Sandow was the bodyguard for a man named Colonel Venture, but was firstmost also assigned to protect a device of some kind. The recording fades into a sepia-toned flashback. A large group of men are gathered on a zeppelin which is currently under attack.

Fantomas: Look out there, Lloyd. We're being attacked by members of our own guild! The only way we can gain control is to activate the device now!
Col. Venture: I'm sorry, I didn't know we were out of options!
Fantomas: I'm sorry, I didn't know it was sarcasm day.
Col. Venture: I'm sorry I wasn't aware of your delicate constitution!
Fantomas: I'm sorry you smell like spoiled fruit!
Samuel Clemens: Fantomas has a point.
Col. Venture: How dare you sir! Why I smell of freshly cut flowers!
Samuel Clemens: Not that. Look, all of us have devoted our lives to protecting the orb. But we're losing everything. I can't even afford another suit; same suit for the last five years!
Col. Venture: Samuel, the orb is a source of untold power! We must take our time and learn how to harness that power for the good of mankind! [he points at the orb which is on the table next to them on a fancy platform]
Fantomas: Woah there, the orb is ours. The guild will decide what is best for mankind!
Oscar Wilde: For shame! This guild was founded to protect and serve man at his best, not be be a guild of calamitous intent.
[various agreement and objection from the other men around the table]
Oscar Wilde: But! And it's a bigger 'but' than the huge one I sit on. That little ball has to be tested.
Alistair Crowley: The ugly queen is right! I was the last to add my genius to orb! And I, the great beast Aleister Crowley, will prove the might art of hermetic- [Sandow leaps over the table and grabs the orb from Crowley] -woah!
Col. Venture: [catches the orb] Sandow, show that lunatic out.
Fantomas: Let's see if the chubby wizard can fly.
Alistair Crowley: [Sandow grabs his robes] Alright there we g- I get the hint! No need to get shovey! [Sandow puts Crowley over his shoulder and begins to walk away] Because I will come down upon you like a storm!! [they exit] AUGHH!!
Fantomas: Okay you see? We can no longer trust anyone. It's time to harness the power of the orb! Whatever that power may be.
[the zeppelin shakes and everyone falls down. pieces of the ceiling fall to the floor] Sandow: Colonel Venture! It's Tesla, and he's with the Avon ladies! They have us surrounded!
Oscar Wilde: [yells something]
[Col. Venture stares at the orb in his hand]
Sandow: Don't do it, Colonel Venture! I beg you!
Col. Venture: Sandow, my faithful bodyguard, these are desperate times.

The flashback switches back to the present and Sandow's voice over.

Sandow: Sandow knew what had to be done. Men like us follow oaths. That is, we are pawns. But pawns that move in that crazy... L shape, like that uh, horse feets... Ohh, this thing is tiny! Sandow will pick this up on the other cylinder! Sorry ab- [recording ends]
Brock: [looks in the box to see the other cylinder is missing] Ahh, great.

In the living room Hank and Dean sit in front of a computer reading the message they decoded. Pete is in front of a laptop looking up the entire message: "In Minuit's bargain sits house that coke built. In a loud room of quiet whistlers, behind the wild gray gentleman sits the 2 2 1 2 1 0". Minuit's bargain happens to be Manhattan, so the clue appears to mean that whatever they are looking for is there. Pete next searches for "the house that coke built" and comes up with Studio 54! Billy springs to his feet happily, exclaiming that it's just like the old show!

Roll opening Rusty Venture Cartoon credits! Rusty, Kano, Hector and Jonas Sr. all run from... King Kong? Dudes shooting at a giant robot. A snake! Some jungle stuff! The Action Man, times two! I wonder why there are two?! Rusty enjoying himself and also being caught! Shots of all of them in the X-1, and a sponsorship ad. Rusty Venture, sponsored by... smoking!

The scene crossfades to the real X-1 with HELPeR flying Billy and Doc to New York! Billy decides it's time to put on their costumes... er, I mean disguises.

Back at the Venture Compound Brock asks if anyone found a tube while they were digging around. Dean notes that Doc and Billy took 'the tube' to New York City. Brock signs and says he has to leave for a little while, leaving Pete in charge.

Pete: Right! Do they have a bed time or uhh, any dietary concerns? Because I've noticed Hank eats a lot of refined sugars.
Brock: [leaving] You know what, never mind, I'll get Orpheus to do it.

In New York apparently Billy (who is wearing some sort of ridiculous Quizboy costume) has convinced Dr. Venture to wear his old clothes... like his old Rusty Venture clothes he wore when he was a kid. Billy says that since New York is the fashion capital of the world it'll be fine. Hell, man Capri's (citing Doc's pants for children) may be all the rage next season!

Brock, meanwhile, drives in his car. He lowers a crazy computer thing from the glove compartment.

Computer: Input voice identification.
Brock: Samson, Brock.
Computer: Confirmed.
Brock: Search, Samson, Brock, active assignment.
Computer: Verify clearance level eight.
Brock: John Bonham rocks.
Computer: Confirmed. Samson, Brock, active assignment Operation Rusty's Blanket.
Brock: Subsearch, orders regarding bodyguard, termination clause.
Computer: Clearance level ten. Identification number required.
Brock: Alright, hold on.
Computer: Incorrect identification.
Brock: That wasn't a number I'm still-
Computer: Incorrect identification.
Brock: I know, knock it off!!
Computer: Incorrect identification.
Brock: [sighs, and looks in a small blue book he has pulled out of his coat] Uh, uh, two delta nine romeo tango eight.
Computer: Autopilot initiated. Agent, Samson, Brock, terminated. [the doors lock]
Brock: Aww, what? Did you just fire me or- kill me? Hello! [the car speeds up, clearly out of Brock's control] You piece of shit!! [he attempts to hit the breaks, but nothing happens] Come on!!

Brock manages to kick out the passenger side and jump from the car, which continues driving without him.


Back at a classic. Nightin' Ales. Brock speaks to a familiar but also unfamiliar old friend...

Brock: Hey I know we shouldn't be seen together, but uhh, well I saw you feature dance here last week, so...
Hunter: Yeah, what'd you think? You like the part with the fan- nevermind, buttercup! Look, the boss man's watching me like a hawk. You'd better buy me a drink.
Brock: What are you drinkin'?
Hunter: That son of a bitch silverback knows damn well- [shouting at the bartender] Gin! Neat! You cretin! Alright, what's the skinny?
Brock: You tell me. [Brock pulls the pamphlet out]
Hunter: Sweet lord, that hack actually found it?!
Brock: Found what?
Hunter: Damned if I know. You want the bad news or the good news first?
Brock: I don't know, the good I guess.
Hunter: There is no good news!! Just bad news and weird news. You were never assigned to protect wee little Rusty Venture, you were assigned to protect something else. Or maybe to protect us from something else.
Brock: What does that mean?
Hunter: It means that the man you thought you had to protect is a godless idiot! His father hid some rotten device from him. Guess he figured if he had to noodle to find it he'd know what to do with it. I'm also guessing he was wrong.
Brock: Yeeeep.
Hunter: That's the weird news. The bad news is that if he tries to activate the device you have to take him out!
Brock: Oh, before the OSI takes me out I suppose.
Hunter: What do you want a moment to cry over spilled life? You're a pawn, son!
Brock: So what is this device I've been protecting? How will I even know when I see it?
Hunter: Known the whole time. "Operation Rusty's Blanket". Orders Regarding Bodyguard [he circles the first letter of each word on the pamphlet]. ORB. That's all I know. For more information you've gotta ask another Venture bodyguard.
Brock: I can't, Doc took the second cylinder to New York.
Hunter: Don't know what you're talking about and I don't care. You take this hot wad of cash and do what you've got to do. [Brock looks at the roll of bills] Don't you dare ask me what I did to get those hundred dollar bills!

Back at the Venture Compound Dr. Orpheus has joined the gang and points out that the box that was buried is from the Victorian era and Studio 54... uhh, didn't exactly exist. Orpheus says he can't really help with the riddle but knows someone who can. He astral projects away, leaving behind his weird ice/white form. Hank notes what Dr. O has done and then says to Dean that he knows what to do. Dean runs off without a word.

Brock, meanwhile, has found an apartment which he tracked via his wrist communicator. The apartment seems empty but when Brock approaches a large cabinet a huge hand reaches out and grabs him. It's Kano, I think, though he's not wearing his shades and has jogging clothes on. They fight briefly before Brock takes out his legs and slams his face into the ground, causing Kano to land on top of him in the process. Brock pushes him off and taps his face to wake him up.

Kano: I have been waiting half my life for this moment. But I never dreamed it would be you they sent, Brock Samson.
Brock: Look, nobody sent me- wait a second, I thought you were a mute.
Kano: My silence was a choice. I have taken from this world a great man. My silence is my penance. Now end my suffering, OSI man.
Brock: Alright look I'm not here to kill you, I'm here because Doc is looking for the ORB.
Kano: ORB? Master Rusty has found ORB? [laughs] Did he find it under the couch while looking for change?
Brock: Yeah, well he's not only looking for whatever the hell ORB is, but he has my second gramophone cylinder. I don't even... have a clue what's going on here.
Kano: Wait here [he gets up] I have something for you. I tell you Brock Samson, it feels good to talk again. I've been holding so much in! Do you watch Top Chef?
Brock: Yeah, but I didn't like Top Design.
Kano: Oh it feels so good to talk! Let's go to Karaoke bar! I so want to sing Humpty Dance! [he re-enters the room holding a similar gramophone to Brock's]
Brock: Uhhhhhhh...
Kano: Yes, yes, we go later. First you should listen to this.
Brock: What is that, the other cylinder? Well then what the hell does Doc have?
Kano: Knowing Rusty? A roll of toilet paper?

Doc and Billy are standing in... the backstage bathroom at Studio 54. Or, as the riddle states, a loud room of quiet listeners. Behind the wild gray gentleman (the old bathroom attendant)...

Dr. Venture: Sits the 2 2 1 2 1 0.
Billy: Which has to be that fold-away changing table! And I bet we already know the model number!

Back at the compound the Alchemist teleports in. He laughs when he sees Dr. O's corporeal form, which has been TP'd by the boys.

The Alchemist: So, why have you summoned... the Alchemist! Ba-daaaa!!
Dean: To solve a mystery!
Hank: The mystery of the box we found in Brock's garden!
The Alchemist: Alright, get me the clues. I'm on the job. [he does a few hip thrusts]

Another sepia flashback. We're back on the zeppelin, but only Col. Venture and Sandow are present.

Sandow: Sandow thinks it may not be a good idea.
Col. Venture: They're dying out there! All over this. [he is holding ORB]
Sandow: What is it?
Col. Venture: The orb! Archimedes himself began the construction with little more than a mirror alignment! da Vinci added the gearings. Newton the lenses. Galileo the prisms! And all of the great poets, painters, scientists, alchemists and philosophers have had the orb in their hands.
Sandow: But what is it.
Col. Venture: Some say it's a weapon of catastrophic proportion! I believe it to be a type of engine. Self-sustaining and of endless power! I believe this Sandow, because I am a man of hope.
Sandow: Colonel Venture, please don't activate it.
Col. Venture: Sandow, I must.
Sandow: Then so... must Sandow.

The camera pans away as we see Sandow grab Col. Venture's head. A close shot of his face reveals that he is crying as some small cracking noises are heard before a final one when Sandow closes his eyes.

Back in the present:

Sandow: [recording] Sandow will forever carry this burden, like a-
Kano: [stopping the victrola] That's about it. The rest is just Sandow listing chocolate recipes. That's why I kept it. I like to bake.
Brock: Sooo, did you have to do it too? Kano, did you kill the great Dr. Venture senior? [Kano only looks away from Brock] So now you're a mute again. Well at least we don't have to go to Karaoke now.
Kano: Come on. Please?

Back at the Venture Compound the Alchemist points out that they went a little crazy after figuring out the Manhattan thing.

The Alchemist: Alright. Let's start again. Get me a dictionary.
Pete: But we have the internet.
The Alchemist: I don't wanna play World of Warcraft. Get me a regular dictionary. Ugh, internet. It's only good for finding out that your boyfriend is sleeping around. Friggin' MySpace. What, I'm not supposed to look at his friend's comments? They're right on the first page! It's hardly snooping!

Pete returns with a real dictionary and Al tells him to look up the coke and give the first definition. It turns out 'coke' means the residue of coal left after destructive distillation when used as fuel. So, not coke like cocaine, but coke like some sort of coal-related location.

At Studio 54 Billy and Dr. Venture have punched a hole in the changing table and Billy is poking around in it looking for their prize. Just then a security guard walks in asking what the problem is. Dr. Venture, always the quick thinker, tells the guard that he's changing his son.

Guard: Hey that's a mighty big boy you got there. Bet he's, he's gonna be a football star, eh? Welp, don't let me disturb you! Carry on!
Dr. Venture: Okay there, Billy. Up up up. Lift your little fanny, daddy's gonna change you now.
Billy: This is how we lost George Michael.
Hank: [over Doc's wrist communicator] Come in boy wonder, this is control. Studio 54 is not the coke house. Head to the Frick museum on-
Guard: What's all that?
Billy: My Nintendo DS Lite? Goo goo ga ga?

Back at the compound:

The Alchemist: Butter me, Hank, I'm on a roll!
Hank: Okay! Uhm, how?
The Alchemist: Alright! How is 'wild' in 'the wild gray gentleman' spelled?
Hank: The ye old-e fashioned way.
The Alchemist: The hell does that even mean?
Hank: With an 'e'! You know, wild-e?
The Alchemist: That's not 'old-e fashioned' that's a surname. Oscar 'Ding-Dong' Wilde! Alright, give me some time here!
Hank: [his communicator beeps] Control. What is your 10-20, boy wonder?
Brock: [he is a an airport] Hank it's Brock, where's your father?
Hank: We kinda lost contact. But he should be going to the Frick museum with Mr. Billy.
Brock: Alright book me on the next flight to LaGuardia.
Hank: How?
Brock: I don't know, Hank, get White to do it.
The Alchemist: Sweet pecan pie, I've solved it! Alright, now try to keep up. 'In a loud room of whistlers' is the Whistler wing in the Frick. Behind the 'Wilde Gray gentleman' refers to Whistler's painting of Robert de Montesquiou, the guy who was the model for Dorian Gray. And who wrote The Picture of Dorian Gray?
Hank: Edgar Allan Poe!
The Alchemist: Not even close, Hank. It was Oscar Wilde. So, 'behind the Wilde Gray gentleman' means behind the portrait of Montesquiou. Get it?
Dean: A-almost.
The Alchemist: Doesn't matter! Just... call your dad.

Dr. Venture and Billy, or really just Billy, break into the Frick. Billy shoots a crossbow with a rope arrow attached at the wall and pulls himself along, seemingly dragging himself along the floor anyway (since both of his hands are off the rope when he adjusts his grip). Dr. Venture walks into the room and tells Billy to knock it off. They look at the painting of Montesquiou which Billy gets ready to tear down when Dr. Venture points out there's a room behind the painting that they should probably check out before destroying a priceless masterpiece.

Billy: Rusty's back!
Dr. Venture: [laughs] It's the old stuff, Billy. I'm feeling it again.

They exit the room and Brock slides down the rope after they, drawing his knife when he lands.

Inside the back room (which appears to be an office of some sort) Dr. Venture reads through the riddle again. "Behind the Wilde Gray gentleman sits the 2 2 1 2 1 0". Doing a quick substitution Dr. Venture realizes that the 2 2 1 2 1 0 is actually 'ORB'. They're looking for an orb. Dr. Venture looks over at a cabinet and notices the ORB on it. Hidden in the doorway, Brock waits.

Dr. Venture: Paperweight my ass. Hello, sweet thing [he picks up ORB]. Well like my dad used to say, you wanna hide something, leave it where everyone can find it. My god it's gorgeous.
Billy: Let me see!
Dr. Venture: No, we don't know what it is yet. It could be dangerous.
Billy: What? Wrong! I gotta know what it is! I've been looking for that fucking thing for thirty years!
Dr. Venture: Billy, don't me such a dick.
Billy: Poop!
Dr. Venture: This isn't an invention, it's a responsibility. We need to study this. And, if we find that it will help mankind move peacefully forward, then we shall share its teachings. Because, we are not only men of science, we-
Billy: We... are men of hope.
Dr. Venture: How did you know what I was gonna say?
Billy: Your dad said that at the end of like every episode.
Dr. Venture: Oh. Well, he was right. I mean he was always right. [Brock, still hidden, smiles a little and relaxes] My dad hid this for a reason, and we have to respect that. The guy was a crappy father, but Billy, I'll tell ya, he was a great scientist.
[Billy rushes over to Dr. Venture with his fingers in the 'V' pose]
Dr. Venture: No.
Billy: Rusty, please, come on! You gotta hit this, don't leave me hanging!
Dr. Venture: Alright, just once, but if this ever gets out...
Billy: My lips are sealed.
Dr. Venture: [unexcited] Go Team Venture.
Billy: [at the same time, but very excited] Go Team Venture!!

Roll end credits.

In the Venture Compound guest room Dr. Venture puts ORB in a hidden safe and closes it just as Hank walks in wearing his pajamas.

Hank: [yawning] Hey pop. What was the treasure?
Dr. Venture: Oh, it was nothing. Just a- a note from my father. Where's Brock? I want him to get right on fixing up his room. It's a pig sty.
Hank: I thought he was with you.

In the hangar Brock lets himself out of a compartment on the outside of the X-1. He stretches for a second when the sound of a car starting up is heard. He looks over at some headlights. His Charger is back for him! It drives towards Brock who can only gape in horror.


  • Of course for the first time we get a glimpse of the old Rusty Venture Cartoon. And while it's unclear as to the exact involvement Jonas Venture and the team had with it (the voices sound the same, so it's possible they were voice actors for their own parts), it's clear he at least had enough sway to throw in hidden messages and codes. Also it's fairly clear the show was made during a time when cartoons did not have to be educational or even really appropriate for children. Dr. Venture is beaten and bloody, Col. Gentleman is also bleeding and curses and Rusty is told he has to kill someone or his father will die. And of course later on we see it's 'sponsored by smoking!' They don't make 'em like that any more.

  • The first of many callbacks we see Hank and Dean wearing their 'slave' headdress (which appears to be made of socks), which was worn by both boys in Mid-life Chrysalis, first by Hank when he was Dean's slave and then by Dean after Hank drank the gross drink comprised of various kitchen items and spit. Why exactly Dr. Venture made his sons wear that is a mystery, aside from that he's kind of a hilarious dick.

  • The return of Scamp... kind of. Hank accidentally digs up Scamp, the Venture's dog. The only living appearance of Scamp was back in the pilot where he had his skin removed for an experiment. Jackson has stated that the pilot is not really canon though, so we can assume Scamp just died of natural causes (Scamp was axed from the series in favor of HELPeR after it was greenlit for the first season). He also made an imaginary appearance in the joy can in Eeny, Meeny, Miney... Magic!

  • Dean is apparently stuck in two different generations as he has both Yugioh cards (which became popular in the United States around 2001) and pogs which regained popularity in the mid-90s. Specifically he has a slammer pog, which is the big metal pog that you use to hit the other pogs with. I think. Anyway, that explains why Hank thought it was a coin.

  • Billy opening the box with the cypher in it and Pete's sign of relief and saying "was anybody else waiting for their face to melt off" is a small reference to Raiders of the Lost Ark wherein opening the Ark caused a few faces to melt.

  • The very first flashback contains a good deal of famous people, both real and fictional. Obviously there is Colonel Lloyd Venture, who is likely to be Dr. (Rusty) Venture's great grandfather. Given that members of the original Team Venture were probably in their 20's in the 1950s, that would place their births around the 1930s whereas this meeting takes place prior to 1900 (due to the inclusion of Oscar Wilde who died in 1900).

    As mentioned Oscar Wilde, a famous playwright from the Victorian era, attended. Wilde's final and probably most famous play was The Importance of Being Earnest. Oddly enough during a libel trial (where Wilde was not the defendant) Wilde's private life (he was gay, or at the very least enjoyed the sexual company of men, women and in some cases adolescent boys, usually very openly) came into the forefront and he was put on a second trial where he was convicted of indecency. He served only two years in prison but spent his final three years penniless and in a self-imposed exile. He died of cerebral meningitis on Nov. 30th, 1900 at the age of 46.

    Aleister Crowley was a noted occultist, writer and poet who was an influential member for a number of occult organizations. Today he's mainly known for his writing, especially The Book of the Law. Crowley was also notable for being openly bisexual during a time period when it was literally forbidden by law. He is notable among the others since he is much younger, having been born in 1875. For comparison he was 25 years old when Oscar Wilde died.

    Samuel Clemens was also in attendance. Clemens is probably better known by his pen name, Mark Twain. Twain is most famous for two of his novels: Adventures of Huckleberry Finn and The Adventures of Tom Sawyer. Twain is considered by many to be the father of American literature and enjoyed immense public popularity during is lifetime. Clemens died at the age of 74 in 1910.

    Eugen Sandow is often referred to as 'the father of modern bodybuilding'. Born in 1867, Sandow was the first athlete to purposely sculpt his body to what he called 'Grecian Ideal', as seen in various sculptures from ancient Greece. Sandow died in 1925 at the age of 58.

    The major fictional participant in the first flashback is Fantomas, who is actually a French arch-villain and master criminal who the Phantom Limb is semi-based on. Recall in The Invisible Hand of Fate> Phantom Limb (whose surname is 'Fantomas') notes that he's last in a line of costumed adventurers (shunned by his own family due to his physical deformities), which would imply that the Venture-universe version of Fantomas is not necessarily evil. Of course if Phantom Limb is his descendant and that sequence depicts the very beginning of the Guild's formation, it would make sense that Fantomas is not entirely good.

  • Also during the flash back Sandow calls out that Tesla and the Avon ladies are attacking. This of course refers to Nikola Tesla, engineer and inventor who is best known for his contributions to electrical energy during the late 1800s and early 1900s. A large portion of his work forms the basis for alternating current (AC) power which is the basis of standard electricity as we know it (all power coming to your house, your school, your work and so on is AC). It's also worth noting that David Bowie, who is fictionally the head of the Guild and really a guy Jackson and Doc like a lot, played Tesla in The Prestige.

    'Avon Ladies' (who are attacking with Tesla) probably just refers to the door-to-door saleswomen who traditionally sell Avon products. Avon was founded in 1886, though it was known as California Perfume Company until 1939 when it was renamed to Avon, so Avon ladies existing when the flashbacks take place is unlikely.

  • Just for the sake of completeness, even though the episode explains it, the second clue mentions 'Minuit's Bargain' which of course refers to the island of Manhattan, one of the five boroughs of New York City. Peter Minuit famously purchased the entire island (which is not quite 34 square miles) from the natives in exchange for 60 guilders, which translated into roughly $24 at the time. It is worth noting that the Dutch did trade very valuable goods (the myth often says something along the lines of 'beads and trinkets', which is incorrect) such as cloth, kettles, ax heads, gardening tools and various other tools which would have been highly useful to the natives. At the same time the natives had no real concept of land ownership and probably thought they were getting a similarly one-sided deal.

  • As seen in nearly every episode the show goes to New York, Bizzy Bee remains prevalent in the Venture-universe version of Times Square.

  • Brock and Kano briefly discuss Top Chef and Top Design, two reality competition shows on Bravo. Top Chef is of course a bunch of chefs competing in weekly challenges. Top Design is a different type of show, which is more of a showcase for aspiring interior designers who are trying to make it in New York City.

  • So, Kano can talk. An immense amount of information is presented during his conversation with Brock, though any questions it answered also brought up some new ones. First off the most obvious thing to speculate is that Kano killed Jonas Venture, Sr. (because he tried to activate ORB) and became a mute as penance for the deed. However if you step back and think about the situation, Kano has been a mute in every appearance, past and present, in the episode. This includes every episode where he has appeared in a flashback and interacted with anyone, never speaking. Given that, it would seem that he killed someone and became mute prior to the death of Jonas Venture.

    One thing of note is he makes sure to point out that Brock is an 'OSI man' which would seem to imply that Kano at least thinks OSI wants him dead. He notes that he never thought that 'they' you send Brock, implying he was expecting someone from OSI to knock him off. Knowing that it seems possible he killed a prestigious member of OSI or someone important to that orginization.

  • Men who contributed to ORB:

    Archimedes, the mathematician, physicist, engineer, inventor, etc etc from ancient Greece. He's noted for the first explanation of the principle of the lever as well as various mathematical proofs.

    Leonardo da Vinci is a famous Italian scientist, engineer, inventor, anatomist, painter, sculptor, architect, writer and many more who also is the subject (well, kind of) of boom and movie involving a code of some sort... perhaps.

    Isaac Newton, an English physicist, mathematician, astronomer and a few other things. Newton is most famous for first describing universal gravitation and the three laws of motion. Newton is largely considered to be to most influential scientist in all of history.

    Galileo Galilei was an Italian physicist, mathematician and astronomer. He is considered to be the father of modern science, physics and astronomy as his research and discoveries laid a lot of groundwork for those fields.

  • If you're wondering about Studio 54, it was famously a discotheque from 1977 until 1986 when it closed. It was mainly a public venue available for rent after that until 1994 when it was bought by Allied Partners and reopened as a club again. However it went into bankruptcy in 1996 and was used and eventually bought by the Roundabout Theater Company who are the current owners. So yes, you can see a play at Studio 54. However the second floor of the building is still used as a nightclub on weeks when there are no plays being staged (called 'Upstairs at Studio 54'). Billy mentioned that they were 'backstage at Studio 54' though it's unclear if they were on the first or second floor of the building since loud music was playing outside.

  • As is customary in animation, background models (people who walk around but interact very little with the main characters) get reused. In the airport we briefly see Sky, Dr. Venture's brief love interest from the beginning of Powerless in the Face of Death and the woman in the courtroom (whom Phantom Limb offers a Pez) from Trial of the Monarch.

  • ORB was ultimately located at The Frick, an art museum located in Manhattan. The reason this is the 'house that coke built' is due to Henry Clay Frick owning a coke company and coal mine (coke, as noted in the episode, is derived from the destructive distillation of coal and is used as fuel).

    More specifically it's located in a 'room of quiet whistlers' which refers to James Whistler's paintings in the Frick. In specific his painting of Robert de Montesquiou (French poet) which was the inspiration for Oscar Wilde's The Picture of Dorian Gray. Wilde Gray gentleman. Thanks to Wikipedia for most of that info.

  • The timeline of this episode is a bit wonky. Namely after Dr. Venture and Billy arrive in Manhattan Brock is still at the Venture Compound. He then heads to meet Kano (who we know is not located in NY, but it's unclear exactly where he is, though in Past Tense he was in Japan) and then straight to NY. During this time Dr. Venture and Billy move from Studio 54 to The Frick, which is going from roughly Broadway (between 7th and 8th) and 54th to 70th and 5th. That translates 1.3 miles by foot, which would take around half an hour. In that time Brock not only flies from Kano's city to LaGuardia airport, but arrives at the Frick, which is a 20 minute drive in and of itself (without traffic). Minor things for people unfamiliar with New York City, but I figured I'd mention them and be a crazy person.

  • If you're wondering what the 2 2 1 2 1 0 code is and how it spells 'ORB' it's based on the letters in the message:

    "In Minuit's bargain sits house that coke built. In a loud room of quiet Whistlers, behind the Wilde, Gray gentleman sits the 2 2 1 2 1 0."

    With the underlined/bold letters being the 10th, 12th and 22nd letters in the entire message. Putting them in order of 22 12 10 gives you 'ORB'.

  • A very minor reference to Powerless in the Face of Death when we see the Aztec calendar with the safe hidden behind it is the same one Hector used to save Jonas Venture Sr. (which was how he and Rusty met and when he was adopted by Jonas Sr.) in a flashback in that episode.

Episode Cast

James Urbaniak Dr. Venture/Rusty Venture
Oscar Wilde
Patrick Warburton Brock Samson
Michael Sinterniklaas Dean Venture
Chris McCulloch Hank Venture
Pete White
Lloyd Venture
Additional Voices
Doc Hammer Billy Quizboy
Dana Snyder The Alchemist
Steve Rattazzi Dr. Orpheus
Aleister Crowley
Paul Boocock Jonas Venture Sr.
Samuel Clemens
Soulbot H.E.L.P.eR.


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