Teenage Alien Avengers (1999) - full transcript

Two nerdish high school students turn into high-tech superheroes when they accidentally stumble onto a hidden cache of alien armor and weaponry in the school's basement. What will they do, though, when the extraterrestrial treasure's owner comes back to reclaim it?

[wind whooshes]

[wings flap]

[tense music]

[metal clanks]

[explosion]

[tires squeal]
[intense music]

[tires squeal]

- Oh, boy.

- Woo!

[Chad chuckles]

- Come on, Monty, step on it!



- Ralphie!

[tires squeal]

- Why won't you guys
just leave me alone?

[tires squeal]

- Go, Monty!

Woo!

[tires squeal]

Yeah!

- Woo!

- Don't.

- Come on, Ralphie
boy. [chuckles]

- Yeah!

Whoa!

[Lance laughs]



[birds chirp]

[tires squeal]

- Hey, come here, little
Ralph, come here, Ralphie.

Come here!

- You're dead, Ralph!

[breathes heavily]

- Why don't you
guys pick on someone

in your own income bracket?

- Chad.

[Ralph groans]

- I bet you're real sorry
you opened your mouth, huh?

- Shove it, Chad.

- Hey, I haven't cracked
anybody's skull in a week.

- You seem to be
having a hard time

understanding the order of
things around here, Ralph.

See, I'm like

God,

and you're like, I don't know,

dirt.

So when I want
something from you,

lunch money, car,
kidney, whatever,

you give.

'Cause if you don't give,

I got a whole set of
golf clubs in my locker

I can use on you.

You ever get whacked
with a nine iron, Ralph?

It hurts.

Just ask my stepdad.

- You hit your stepdad
with a golf club?

- Hey, what can I say?

I really wanted that sports car.

See you around, loser.

[Ralph groans]

- Man, I hate those
preppy buttheads.

[soft music]

- And because of this agreement,

North America was plunged into

several hundred years
of bloody civil unrest

that has stayed a part of
our culture to this very day.

Now, can anyone else
contribute something

on the Oglethorpe-Bratwurst
Accord of 1791?

How about you, Ralph?

You seem to be busy as
a beaver over there.

Ralph?

Ralph?

- Ralph.

- Um--

- Ralph, you know while I
appreciate the pretty pictures,

I have to remind you,
this is not art class.

- Sorry, Mrs. O'Houlihan.

- I suppose you're
safe for the day,

but take it to heart when I say

that those who do
not remember the past

are doomed to repeat it.

Next year, that is.

Bear that in mind and I
will see you all tomorrow,

[bell rings]
toodles.

- Oh, man, can you
believe this crap?

We've got our Introduction
to Manual Labor class next.

We have to go down
to the basement

and help the construction guys

dig up the new teachers' lounge.

If you ask me,
it's a total scam.

- So why did you take the class?

- What?

You don't believe a woman's
capable of manual labor?

- [chuckles] Why is
it that every time

I get under your skin a little,

you bring up the whole
women's rights issue?

- I don't know, easy out maybe.

- Mm-hmm.

- And, uh, speaking
of women, Ralph,

when are you gonna
find you somebody?

- Oh, don't start
again, okay, Baxter?

- Hey, I'm just trying
to give you some credit.

I mean, you're
not a monk, right?

- Well, maybe there
is one person.

- No kidding? Who?

- Oh, somebody.

- Felicia St. Clair?

Dude, forget it, she's
head cheerleader.

And she's popular,

and she's dating about
250 pounds of bad meat.

- Flash Gunderson. [chuckles]

He's not so great.

I mean, you take away
his money, his nice car,

his muscles, and his good looks,

and what do you got?

- You?

[Baxter fake chuckles]
[Baxter chuckles]

[tense music]

- Oh, no.

- Oh. [sighs]

- You staring at my
girlfriend again, Ralph?

- Just stop it, Flash,

I am tired of you picking
on people all the time.

- This is my battle, sweet pea.

You just stand back and
dodge this geek's guts

when they start flying.

- You don't own me.

- I wasn't looking, Flash.

- I saw you, butthead!

Next time,

I'm gonna rip off your head
and spit down your neck!

Got it, geek?

Keep your eyes on
your comic books!

- I'm real sorry, Ralph.

- Stop talking to that freak.

Honey?

What?

What did I say?

- That wasn't so good, Ralph.

- [chuckles] You don't say?

[bell rings]

Oh, crap, we got about five
seconds to get to the basement

before Lipkis has
one serious freakout.

- I want you to pay close,
particular attention

to that pickax operator working
on that wall over there.

There will be a quiz tomorrow
on the use of the pickax.

I expect every one of
you to demonstrate to me

the proper use and handling

of a Hirsch model-P
titanium-tipped
rock-breaking device.

[clears throat]

Those of you who have
notes from your mommies

will be excused
from the exercise.

The rest of you, listen up,

this class is Introduction
to Manual Labor,

not Introduction to Needlepoint.

Now I wanna start seeing

some serious sweat
and blood around here!

Hold it right there!

Well, what do we have
here? A couple of AWOLs?

Not on my watch, no, sir.

- Um, sorry we're late, sir.

Uh, but we have a
really good reason.

- Uh, yeah, see, Ralph
here's a hemophiliac, right?

And his nose started to bleed,

so we had to staunch
the blood flow

before he went into a coma.

Right?

- Um, a coma, right.

- I'll just bet.

This is the third time

you two have been late
for class this week.

- We're awful sorry,
Mr. Lipschitz.

[Ralph chuckles]

- That's Lipkis, young
lady, Mr. Lipkis.

- Right, Lipkis, uh,
we're real sorry.

- You're sorry?

I'm sorry.

I'm sorry I wound up with
two sad sacks of silly putty

who can't find it
in their hearts

to show up to my class on time!

- Look, whatever we have
to do to make it up,

we'll do it.

- Well, I'm glad to
hear you say that, son,

'cause the two of you are
gonna stay after school

and clean every brick in
the old boundary wall,

with these!
[gong]

- Oh, you and your big mouth.

- But, Mr. Lipkis--

- No buts!

Now I wanna see you
down here after school

busting your tailbone
on that brick wall!

And if I find you
being late for that,

I'm gonna put you on
sewer-pipe detail, comprende?

- Yes, sir.

- Sure.

- Carry on.

[Baxter sighs]

- It's not even a
Reach toothbrush.

Well, if you're tired

of getting pushed
around by those guys,

you gotta push back.

- And get the crap beaten
out of me by Flash?

No, thanks.

- Well, you're already getting

the crap beat out of
you anyway, right?

- Well, there's degrees of crap

that can be beaten out of you.

I mean, you hit back,
you up the ante.

- So what do you wanna do?

You wanna be afraid
of those guys

the rest of your life?
[tense music]

- There's something on the
other side of this wall.

- Ew, I bet it's
that old sewer pipe.

Best we don't go
there, you know?

[taps on brick]

- It's hollow.

Maybe it's an old bomb shelter?

- Or maybe it's a secret passage

to the boys' locker
room, huh? [chuckles]

Hey, I can dream, can't I?

It's definitely a
door to something.

- Yeah.

But it doesn't have any knobs,
or keyholes, or anything.

- Well, I bet that's the
way you open it right there.

It's kinda shaped like a hand.

- Yeah, but it only
has three fingers.

- Maybe it's the
Bugs Bunny lock.

- Or maybe it's the universal
sign for keep the heck out.

- Man, I bet it's just one
of those old bomb shelters

they used to make.

I heard my grandpa
talking about 'em,

you know, back in the old days,

when they used to make those
record player thingies.

- This doesn't look like it
was made in the old days.

I do not think this
is a good idea.

- Take a Xanax, okay, Ralph?

[door whooshes]

[door opens]

- What do you think?

[dramatic music]

[tense music]

Maybe we should
see what's inside?

- You first.

- Okay.

- What? Are we gonna,
like, brush 'em to death?

- Hey, you know,

you can put someone's
eye out with one of these

if you try hard enough.

[Ralph gasps]

- The lights came on when
you stepped in there.

- Yeah, not a good sign.

- Whoa.

This is totally trippy.

- Yeah.

What in the hell is it?

- Wow.

- These look like guns.

Big guns.

It's like a storeroom
or something.

- Yeah, but for what?

I mean, these things
don't even look real.

- Maybe they were props
for a movie or something.

Or toys.

- Maybe it's a secret
government stockpile, you know,

like where they keep all that
crazy stuff from Area 54?

- Studio 54, and we are
nowhere near Area 51.

- See?

That's what makes it
such a good hiding place.

Oh, wow.
- These feel like plastic.

- That's definitely the
weirdest football uniform

I ever saw.

- It's not a football uniform.

- Lacrosse?

- Whatever it is,
it's mechanical.

See, the power supply's in the
back, kinda like a spacesuit.

[Baxter gasps]

- Spacesuit?

[taps glass]

- What the heck is this thing?

- I don't know, but whatever
it is, it doesn't look good.

- Hmm.

[computer beeps]

- [scoffs] Nice clock.

[computer beeps]

Whoa, you see that?

- 75, 76, 77, 78 slashes.

- Why are you counting them?

- I don't know, it
might be important.

- Hey, what are you doing now?

- I'm serious, I'm taking notes.

That's the first rule you
learn in journalism class,

you gotta take notes
of every little detail,

so I'm gonna write
this stuff down.

- Wonder who all this
stuff belongs to?

- Well, chances are
it won't be cool

if somebody finds out we've
been in here, you know?

- We don't tell anybody
about this, okay?

- Okay, you think this
will fool Mr. Lipkis?

- Just as long as he
doesn't come back to reality

for any length of time,

sure.

- All right, let's go.

[Flash chuckles]

- Nice trip.

See you next fall.

- Ralph, you're
going the wrong way!

- Why don't you leave
me alone, Flash?

- Oh, you're ready
to rumble now, geek?

- I'm really getting
tired of this, Flash!

What are you, eight?

- Hey,

I'm just playing with
the little bookworm.

Get off my case.

- If you don't knock it off,

you're gonna get off
my case for a while,

do you know what I mean?

- Come on, Ralph, time to go.

- What do you mean?
- What is wrong with you?

- I told you to watch out for
the old hallway leg sweep,

it's Flash's favorite move.

- Why did you pull me away, huh?

I thought you were the one

telling me to stand
up for myself?

- Well, start smaller, okay?

Look, Ralph, you're
my best friend,

but I'm gonna be
straight with you,

Flash Gunderson
could snap your spine

like a Slim Jim at a
Weight Watchers convention.

[tense music]

What's wrong?

Whoa, what's up
with the new kids?

And I thought I had problems.

- You do.

We got our next class
with them, so don't stare.

[tense music]

[clock ticks]

- God,

it's like looking at another
fucking race or something.

Creepy.

- Maybe they're triplets.

- Hola, everyone.

Today,

we will be continuing the lovely

and infinitely-fascinating saga

of the Bloombottom-Spattlesgore
Tariff of 1897.

So if we can all just
open our text to...

Well, my goodness,

it seems as if we have picked
up a few new passengers

on our journey to knowledge.

Well, allow me to
introduce myself,

I am your teacher,
Mrs. O'Houlihan,

and I will be your tour guide

through American history
class, third period,

a most rewarding
human experience.

And you are?

- Phil.

- Bill.

- Jill.

- Well, isn't that nice?

You all rhyme. [chuckles]

- We are foreign
exchange students.

- Do you have last
names to share with us?

- No.

- I see.

- Well, I suppose
all oogly stuff

is for Student Admissions
to worry about.

In the meantime,

sit back and enjoy the
wonderful little day trip

we are about to take
through American history.

[tense music]

- Maybe they're from
New Jersey or something.

[upbeat music]

Man, can you believe
those new kids?

Total creepazoids.

- They're, like, the least of
our problems right now, okay?

Hey, did you bring
those big duffle bags?

- Yeah, but what are we
gonna do with all the stuff?

- We'll put what we can
in our lockers for now

until we can figure
out a safer place.

- Great plan, so what if it's
radioactive or something?

- Then, uh, we'd
be dead right now.

Where did you think
we were gonna put it?

- I don't know, your room?

- Thanks.
[door opens]

[tense music]

Can you believe those
guys? [chuckles]

- We would like to sit here.

- Alone.

- Thank you.

- Hey, listen here, blondie,

I don't know where you're from,

but around here, it's first
come, first serve, all right?

[electricity buzzes]
[glass shatters]

Enjoy.

- Secure the perimeter
before you close up tonight.

They're everywhere.

- That guy's crazy.

[construction worker chuckles]

[tense music]

- Gee, that was close.

- Looks like the wall's
held up pretty good.

- Yeah.

[drops brick]

[tense music]

[door opens]

[tracker beeps]

- What is it?

- Someone has opened the
arsenal for a second time.

We're close.

It's somewhere
inside this building.

- Okay,

two pistol thingies,

and two sets of
aluminum long johns.

[computer beeps]

- I don't get it,

everything else in this
room is out in the open,

except this thing.

- Hey, what happened
with that clock thingy?

There's only 54 slashes.

Oh, just what I thought,
yesterday there were 78.

- So?

- So, we were here at
five o'clock yesterday,

78 slashes,

so now, 5:15 today,

roughly the same time we were
here yesterday, 54 slashes.

This is why you don't read
comics in class, braino,

you gotta do the math.

24 slashes gone, 24 hours,

it is some kinda clock,

it runs by hours, not minutes.

- Pretty weird clock,
don't you think?

- It makes about as much sense

as anything else in this room.

Oh, maybe we should
pick that up too.

- Hey, I do not think
that's such a hot idea.

We should just leave this here.

- Well, what if
somebody else finds it?

- [Ralph] If we can't open,

the chances are
whoever else finds it

won't be able to either.

- Oh, wow, man, I'm
definitely taking this.

This'll look pretty
cool in my room.

- Oh, no.

You are not using any of this
stuff as a lava lamp, okay?

Let's just get what we
can into our lockers

and be done with it.

- Uh-oh.

- Hey, baby doll.

Looks like you're having some
problems with your locker.

- Uh, yeah, Chad, I was just
cleaning some stuff out.

You know, it was starting to
scare me to open it. [chuckles]

- What do we have here?

- Oh, that's just some stuff

I had sitting
around in my locker.

- Let's take a look and see.

[Baxter sighs]

[Chad chuckles]

You have a bag full of
toys in your locker?

- Yeah, it's just
a bag full of toys,

that's me, I'm a big, fat
baby, goo-goo. [chuckles]

- Stupid toy guns?

Pow!

[Chad chuckles]

Zap!

[Baxter sighs]

- Chad...

- What?

You're afraid I'm
gonna pull the trigger

and you're gonna get squirted?

- Mm-hmm.
[Chad chuckles]

[Chad fires gun]

[Chad moans]

[Baxter breathes heavily]

I guess you were holding
it the wrong way, polo boy.

Ralph?

Ralph?

- [Ralph] Are you gonna
tell me why we're out here?

- Yeah, because this part
of town's pretty much empty,

and I don't think we wanna
attract attention right now,

okay?

- Well, all I'm saying is,

I think I saw this place on
last week's episode of Cops.

- [chuckles] Man, you shoulda
seen what happened to Chad,

it was awesome.

Well, not the part about him
getting all shot up and stuff,

but the rest of it. [chuckles]

- Yeah?

- Yeah.

- Well, now it's serious.

Somebody got killed, okay?

So maybe we should just go
to the police or something.

- I don't think he got killed.

- You said he just
vanished, Baxter,

I don't think they can cure that

with a bandaid and
some hydrogen peroxide.

- No, I said he got shot,

but some, I don't know,

thing opened up behind him

and sucked him away
like he was smoke.

- What kind of thing?

- A swirly thing.

I'll show you.

Oh.

Oops, that woulda sucked.

[Baxter fires gun]

[blows on gun]

- Wow. [chuckles]

This is really serious.
[Baxter chuckles]

- It's a zap gun.

- What I think it is is some
kind of teleportation device,

you know, like Star Trek.

You shoot something with it,

and whatever it is you shoot
gets taken to another place.

- Yeah, but where?

- I don't know.

Another dimension?

May be a time machine.

But whatever it is,

it's definitely not something
our guys could've made up.

Or any guys.

- But who?

- I don't know.

It doesn't weigh a lot.

[gun charges]

- You hear that?

I think it's gonna blow up.

[gun fires]

[explosion]

Wow.

- [chuckles] I hate to say this,

but this is incredibly
freaking cool.

- [chuckles] Yeah.

- Oh, man.

What do you think this does?

- I don't know.

[electricity buzzes]

[Baxter scoffs]

[electricity buzzes]

- It's a super suit.

You put it on, it gives
you super strength.

Do you know what this means?

- Um, you can try out for
the football team now?

- This is like superhero stuff,

space cannons, war
beams, super strength.

It really is like a comic book.

- Yeah, well, that's
all fine for you, Ralph,

but I kind of like
living here on Earth,

you know, with real
people and stuff.

- That rock was real,
and I crushed it.

- You look really ridiculous
in that outfit, you know?

- Your turn.

[electricity buzzes]

- I feel really
stupid in this outfit.

- I think it looks neat.

[tense music]

The new kids.

- Who are you?

Return our arsenal at once.

- Uh, arsenal?

- This, Ralph.

[gunfire]

Did you see that?

The new kids have guns.

- I heard about this
when I was, like...

[gunfire]

Like kids who attack other kids

for their shoes or
jackets and stuff.

[gunfire]

- Are you insane?

They're after the weapons.

[gunfire]
[fire crackles]

[gunfire]

[Ralph groans]

That should've killed me.

[gunfire]

This is a dream, it's gotta be.

- There were people
shooting at us, Ralph.

Is that registering with you?

We have to take this to
the police or something.

It's getting way outta hand.

- Well, maybe we
shouldn't be so hasty.

- Oh, no, uh-uh, no, we
cannot keep this stuff.

I mean, this isn't like,

"Wow, I found 20 bucks
in a library book," okay?

I mean, we found some
freaky space gizmos

in a secret room
under the school,

and now people are
getting zapped,

and we almost got shot up

by three rejects from The
Sex Pistols Reunion Tour.

How about a little reality
with that coffee, huh?

Don't you remember
what happened to Chad?

- Right, something
happened to Chad,

but he pretty much brought
that upon himself, didn't he?

Now, for whatever reason,

we find these things after
they've been buried underground

for maybe hundreds of years,

and I doubt whoever,
or whatever,

made them is gonna be around
to come looking for them.

- Are you even listening
to what you're saying?

I mean, this is
right out there with,

like, Bigfoot and
Amityville Horror.

- Like I told you before,

the weapons and stuff,
they're ours now,

and we could use 'em
if we really wanted to.

- For what?

- How would you like to get
even with Monty, and Flash,

and all those guys who
keep picking on us?

[dramatic music]

[doors open]
[tense music]

- What the crap?

- Silence!

- Look, I don't know what
you clowns are doing here,

but Halloween's a way off,

so why don't you
get your stupid,

dumb robot costumes outta here?

- No, Flash Gunderson
of Earth, we will not.

- All right, well,

then how's about a knuckle
sandwich from fist city?

[punches metal]

[Flash groans]

[Flash groans]

[knuckles crack]

- As you can see, Earth boy,

your puny muscles are no match
against our superior might.

- You almost broke my hand.

Who are you?

- We are alien terminators
from the planet Mandark.

- We are here to render
final judgment against you,

Flash Gunderson, for your
crimes against humanity.

- What crimes?

- Silence!

It is we who ask the
questions around here,

if, uh, we have any,

which we don't.

At any rate,

you have preyed upon the
weak and smaller around you,

you've also abused your
position on the football team

to terrorize the innocent,

and also to date all of
the really hot chicks,

so nobody else gets a shot.

- Hey, I got needs
too, you know?

- Because of these crimes,

we have decreed to sentence you

to a life of repenting
your evil ways.

You will give up
your life as a jock

and spend your remaining
years in high school

maintaining a 4.0 average.

- You will stop drinking.

- You will do homework.

- You will only date girls
on the yearbook staff,

and you will only
wear button-up shirts.

- You will become
a caring nurturer.

- Studying will
become your life.

- This is a load of bull.

Nobody's gonna make
me study, nobody.

- You will.

- Oh, yeah, and if I don't?

[fires gun]

[Chad moans]

That sounded like Chad Garrison.

- Yes,

Chad was being what you Earth
people refer to as a butthead,

so we had to banish
him to Dimension X.

- Dimension X?

- That's where the
bad people go, Flash.

And that's where you'll go,

unless you change your attitude

and do everything which we
have instructed you to do.

- You don't want to be a
butthead, do you, Flash?

- No.

- Good, then we will
be watching you,

every minute, every day,

to make sure that you
are living the life

of a complete bookworm

and maintaining a 4.0 average.

Fail us

and you will be
spending a long vacation

with your friend Chad.

- Yes.

I mean, no, I won't
fail you guys.

- Zantar of Mandark has spoken.

[tense music]

- Uh, thanks.

[doors open]

Man, they really hurt my hand.

[Baxter chuckles]

- [chuckles] Can
you believe that?

I mean, Flash was
almost in tears.

- Yeah, I don't even care

if he goes through with
that studying jazz,

because it was worth it just
to see that look on his face.

[Ralph chuckles]

- I mean, this is really
gonna change things, Baxter.

I mean, all of these
years in school,

and for once,

we're not gonna have to worry
about getting picked on.

- Well, maybe we
shouldn't get too excited

about this stuff, Ralph.

It's insane,

I mean, there's gotta be a
bigger purpose for this stuff

than just to scare the life

out of a lunkhead
football player, you know?

And what about those
three new kids?

- Well, as long as
we have this stuff,

nobody's gonna mess with us.

- I don't know, call me crazy,

but getting shot at's messing
with me pretty good, you know?

[bell rings]

[tense music]

- Nice curves.

- Oh, hi, Lance.

Sorry, I was so busy
painting, I didn't notice you.

Say, where's Monty and Chad?

You three are usually
always together.

- I thought I'd take
this opportunity

to spend a little
alone time with you.

- I always thought of myself
as more of a people person.

You know, big groups,
lots of exit doors.

- Hot little ticket like you?

No, see, I'm thinking
quiet dinner for two,

candles, wine, nice
music, just you and, uh,

me.

- Nice cologne.

- I'm not wearing any
cologne, it's Vitalis.

- Okay, Lance, you know what?

This slick act might work

with some of your
junior high girls,

but I usually make a
rule of not dating anyone

whose nails spend more time
in the salon than mine do.

- You want I should do
neanderthal thing like Flash?

Me so sweaty, me take hot
cheerleader after big game.

You like that better?

- No means no!

A kick in the pants
means no too, got it?

I'm not interested!

Anyway, Flash will probably
show up in about five seconds

to walk me to
cheerleading practice,

so if I were you, I'd jet.

- Mm, nope, I don't
see Flash anywhere.

Anyway, it's not like I'm
asking you to marry me.

I just want a chance

to see you in action
after the big game.

Nothing sleazy, just you,
me, your cheerleader outfit.

- Sounds like a blast,

let me get back to you in
about four years or so, okay?

I think you should go now.

- You know, the more you say no,

the more I'm thinking
you really wanna say yes.

- Great.

[communicator beeps]

- Breaker 1-9, breaker
1-9, this is Big Red,

Smokey's coming up on
your back door, over.

They're walkie-talkies,
just like on Star Trek.

You know, you get
one, I get one,

and then we can call each other.

- Gee, if it wasn't for these,

I mighta done something
crazy, like use the phone.

[Baxter scoffs]

- I wonder what these do?

- I don't know.

[goggles power up]

[tense music]

[Baxter gasps]
What?

- Dude, they're X-ray goggles.

- No way?

Let me see those. [chuckles]

I don't see anything
any different.

[tense music]

- Hola.

- Oh, god. [chuckles]

That was horrible.

You know, I bet if you
adjust the knobs and stuff,

you'd be able to
see through walls.

- You think so?

- Mm-hmm.
- Oh, wow,

I bet we could make a fortune

playing poker with those things.

- Yeah. [Baxter chuckles]

[goggles power up]

[tense music]

- You think you're the first
date I had to get the hard way?

- [Baxter] Where are you going?

- To kick some serious butt.

[Baxter scoffs]

- Lance, I don't think you know

how much trouble you
can get in for this.

- What? With school?

A rich kid like me gets
a slap on the wrist,

and it doesn't even go
on my permanent record.

- What happens when I tell my
very jealous, jock boyfriend?

- If there's one thing guys
like Flash are afraid of,

it's guys like me.

Anything else you wanna try?

- What about a set
of sharp scissors?

- Bring it on.

I like a broad with a
little spunk to her.

[tense music]

- Class dismissed, punk.

- What's this crap?

- Leave the girl alone,

or I might have to show you.

- Yeah?

Say, I'm real scared.

Tell you what, Tin Man,

maybe I'll stomp
the life outta you

and your mighty dork and
powder-puff ranger outfit.

Then I'll get down to business
with her while you watch.

Sound like a plan?

I'm not messing around anymore.

If you don't clear outta
here, I'm gonna cut her open.

I mean it!

- I believe you.

[fires gun]

Are you okay?

- I'm fine.

I hope I'm fine.

Am I gonna be fine?

- I won't hurt you.

- What happened to Lance?

- Let's just say Lance
is gonna have a long time

to think about working
on his social skills.

- Hm.

So I guess, um, you
saved my life, huh?

Who are you?

The Masked Adventurer?

Superteen?

- Just a friend.

- Thanks, friend.

[tense music]

- So, the Earth creature
that has stolen our arsenal

is a student at this school.

- And we have determined
that the arsenal itself

is somewhere in this building.

I say we disintegrate
the creature now

and possess our property.

- We no longer have the
element of surprise,

the creatures know our faces.

Either we act now
or we stay hidden.

- If we strike now, it will
draw too much attention to us.

We must wait for
the proper time.

And we must find the arsenal.

[tracker beeps]

It appears someone
has found it for us.

- I wish I knew who
was under that mask.

[door opens]

- Sweet creamery butter.

[tracker beeps]

There's not supposed to
be a bomb shelter here.

Now I don't know
what kinda wacky weed

you three juvenile
delinquents have been smoking,

but this here is, A,
a construction site

and, B, my classroom,

you do not waltz
your butts down here

anytime you feel like it!

- We require access
to this chamber.

- Please step aside.

[Mr. Lipkis scoffs]

- Step aside?

[Mr. Lipkis chuckles]

I am gonna slap
you three hooligans

in detention for so long,

by the time you get out,

you'll be able to
collect social security!

What do you think of
them little green apples?

- The time for conversing
with this creature is over.

- Who in the Wide World
of Sports are you?

[fires gun]

[fires gun]

[Mr. Lipkis moans]

[fires gun]

- The weapons are gone,

the miserable Earth creatures
have stolen everything.

- Not everything.

- [Phil] The Armageddon device.

- But they have stolen
its power source.

And the retrograde counter shows

we have little over
a day to retrieve it

before the stars are aligned

for the force download
from our home planet.

- It is of no concern.

We will retrieve
our property shortly

and commence with our plans.

- But how?

- Leave that to me.

- Captain Cosmo.

Now I really am Captain Cosmo.

[tense music]

And here's my
chance to prove it.

- Fill it up!

And I don't mean with
that chump change

you got in that register.

- We only have a couple
hundred dollars in the diner,

it's policy.

- Don't lie to me!

- Just do what he says, I
think he means business.

- You guys got a secret wall
safe behind the counter,

I seen it!

Now either you start
going for the real cash

or I'm gonna fix it

to where you never need
to use Clearasil again,

got me?

[tense music]

What the?

- Pay for your corn
dogs and get out.

It's closing time.

- You're asking
for it, dipstick!

[fires gun]

[electricity buzzes]

[thug screams]

- Call the police, he'll
be out for a while.

- I don't know who
you are, mister,

but you just saved my life.

That creep was gonna kill me.

- You're a real
hero, you know that?

- A hero.

Guess I won't be
needing you anymore.

- Where is he?

[dramatic music]

- Hey.

- What the hell happened to you?

- I sold some of my comic books,

I decided it was time to
get some decent clothes.

And I got contacts too.

- You sold your comic books?

- Yeah.

Pretty cool, huh?

- [scoffs] Ralph,

tell me you didn't really
sell your comic books?

I mean, you don't really
think that your problems

stem from the fact that you
didn't have any cool clothes?

- No, I mean,

I just decided it was
time to grow up a little.

Anyway, you were
right, you know?

I mean, the comic books
were just holding me back.

- Holding you back from what?

From dressing like one of those
guys off of Dawson's Creek?

- Hi, Ralph.

- Hey, how's it going?

[Baxter sighs]

Girls notice me, Baxter.

I mean, I've spent three
years in this school,

and none of these
girls would've given me

the time of day in
a watch factory.

- Yeah, but this isn't you,

it's like something you'd
see on TV or in a magazine.

- Well, what do you
want me to be, huh?

A dork?

If I was a dork, would
that be okay with you?

Hey, girls.

[Ralph chuckles]

Anyway, I mean, do you
honestly think I was better off

when Monty, and Flash,

and all those other
clowns were picking on me?

Or how about when I was

sitting in the corner
reading Spider-Man

instead of asking somebody out?

- No, see, I'm glad,

if you really wanna go out
there and make your life better,

but this isn't
making you better,

it's just making you
some kind of big phony.

I mean, do you want that?

Do you want some
girl to like you

because of some
overpriced clothes?

- It's a start.

- This is because of that
stupid stuff we found, isn't it?

You know, I've been thinking,

and if we're gonna
use that stuff

just to make ourselves popular

at Mount Limbaugh High School,

then we're pretty pathetic.

I mean, there's a
whole world out there

that could use this stuff,

we could do really great things
with the suits and the guns.

- Pathetic?

- Hi, Ralph.

- Hey.
- Looking good, Ralph.

- Thank you.
[Baxter scoffs]

- Yeah, you're being pathetic.

I mean, do you really think
that Flash, and Monty,

and whoever else is
popular around here

got that way because of
some magical superpowers?

I hate to say it,

but they got that way
all by themselves.

- Yeah?

Well, I wasn't born with money
or muscles like them, okay?

So if I gotta find another way

to be somebody
special or important,

then so be it.

- You can't use the weapons to
make yourself popular, Ralph,

that's crazy.

- Why is it so crazy?

- Because first of
all, they're not yours.

I mean, they're not toys,

somebody made these
things for a reason,

and I don't think
that the reason

was for you to get a date
with Felicia St. Clair, okay?

- Like I told you
before, Baxter, the
weapons are ours now,

we can do whatever
we want with them.

- Well, you know what?

You can keep mine, because I
don't even want 'em anymore.

- Why not?

- Because I don't wanna
screw over Monty and Flash

and then turn out to be
just like them, okay?

- Hey, wait a minute!

Is that what you think?

- Just leave me
alone, okay, Ralph?

Ah, oh, Monty, I'm really sorry,

I didn't see you there, I swear.

- Well, today's your
lucky day, Thumbelina,

'cause I'm gonna fix it

so you never have to worry
about bumping into me again.

- Really?
[tense music]

- What do you want, freak?

You want me to give you a little

of what your dopey
friend here's gonna get?

- Where's your friends, Monty?

It's funny, I don't see
'em around anywhere.

- All right, Ralph,
you first then.

- Yeah, go ahead
and do it, Monty!

You might be able to
beat the stuff outta me,

but on the other hand,

I might end up beating
you to a bloody pulp.

- You got a lotta
nerve, dork boy.

- Do I?

Let's get one thing
straight, you preppy psycho,

if you ever even talk to
me or my friend again,

I will erase you.

I'm gonna do the world a favor

and take you right out
of the freaking program,

just like Chad and Lance.

Do you understand me?

- Yes.

- Yes what?

- Sir, yes, sir.

- Good.

- Ralph.

- That one, he spoke of
erasing his classmates.

Notice how he has changed

within the space
of a single day.

He has our arsenal,
I am certain of it.

It is time to obtain our ally.

[tense music]

- What? You three space cadets
wanna take a poke at me too?

- We have been watching you
for a couple of days now.

- We think you have potential.

- Great potential.

- Potential for what?

- It has come to our attention

that your comrades
have disappeared.

- Lance and Chad, yeah,
they just, like, vanished.

Their folks don't even
know where they went.

- Your comrade
Ralph has sent them

into a transdimensional
gateway flux.

- It is a low-grade
anti-personnel weapon.

It is highly effective
with an enemy.

- You guys are
nuts, you know that?

What do you want from me?

- We may be able to
offer you a chance

to exact revenge upon
your comrade Ralph,

for disintegrating your friends.

- Disintegrating my friends?

- Yes.

- Well, what if I
don't believe you guys?

[buzzing]

- Ordinarily,

we reserve such manual tasks
as this combat and murder

to our worker subordinate class,

however, in this case,
you will do perfectly.

- Oh, man, this is crazy.

- We require your help,
we need a warrior.

- Where do I sign up?

- Hey, not bad.

- Thanks.

- When did you, uh, get
into comic-book art?

- Comic-book art?

- Hey, have you seen
Flash yet today?

- Nope, not yet, why?

- [chuckles] No reason.

- I wish I knew who you were.

- Sayonara.

Don't forget to read chapter 78,

on the Hogglespog-Scotch
Accord of 1817.

It's just fascinating stuff.

And also, don't forget to
get out those telescopes

for tonight's appearance
of Jagalon Beta in the sky.

The Farmers' Almanac says
it will reach perihelion

at exactly 11 o'clock,

so be sure to stay up for it.

Flash Gunderson?

What in Betsy's name
are you doing here?

You're not in my class.

- Uh,

can I start?

- Well, while I can appreciate
your newfound fashion sense,

I'm afraid it's highly
against school policy

just to take a class for
the gosh darn golly of it.

- But...

[Mrs. O'Houlihan sighs]

I need the grades,
Mrs. O'Houlihan.

I need them.

- But why?

Aren't you on the football team?

- I quit.

And you gotta help
me with my grades!

- Oh, my goodness.

- Teach me.

I'll do my homework, I'll read
stuff, I'll raise my hand,

just put me in the game.

- Have you been playing
without a helmet again?

- Thought I'd find you here.

- Thought you didn't wanna
have anything to do with me?

- Mind if I sit here?

- Sure.

- Hey, Ralph, you
got a light, huh?

[Ralph chuckles]

See, I knew you'd
snap out of it.

I've known you for
too many years,

and who else is gonna
put up with you?

- You know, in the comic books,

some guy gets bit by
a radioactive spider,

or he shows up from
another planet, and bam,

you know, he's
automatically a superhero.

He's fighting crime, he's
got a secret identity,

it's all set in stone.

- Yeah, but this is real life,

things don't get set in
stone, they just happen.

And you get lucky
and you're somebody

or you bust your
hump your whole life

and then you're somebody,

but nobody's a superhero.

You're always gonna be
some schmo with problems

just like the rest of us.

- I think we should
get rid of the weapons.

- Yeah, maybe we should.

- Hey, Ralph, Baxter.

- Flash, what are you doing?

- What you guys up
to, eating lunch?

- Uh, hi, Flash.

- Wow.

- Well, hey,

I just wanted to come
over and say hi, you know?

Oh, hey,

I just started an essay on
the life of the dung beetle

for biology class.

Bet you 10 bucks
I'm gonna get an A.

- Flash?

- Hey, I just wanna say
hi to the guys, you know?

- Sure.

- Hey, I just got Dungeon
Master 4 on my PC, it rocks.

And if you think you
maybe wanna come over

and check it out...

- Uh...

Not today, but thanks, Flash.

- Well, hey, that's cool.

I'll catch you later.

- Are you feeling okay?

[tense music]

- Ralph, I'm scared.

- Yeah, we definitely
gotta take the stuff back.

Let's just put it back in
the room in the basement

and forget we ever saw it.

- Yeah, sounds like a plan.

- We will execute
our plans tonight.

I want our ally to
follow these two

and retrieve our power source.

- And it must be done
discreetly, after school.

- You know,

I was watching The Phenomenon
Factor on TV last night,

and the main guys
found this spaceship

in a secret government vault

in a mountain in Sweet
Valley, Wisconsin.

This could be the same thing.

- You think this stuff
came from outer space?

- That's what I'm
saying, maybe it is.

I mean, maybe, like,

the Incas buried it under
the school or something.

- But the Incas weren't aliens.

- No, but they, like,
hung out with aliens.

Remember Chariots of the Gods?

- I think I can safely say that
the Incas were not involved.

- [sighs] Well, I was thinking,

what if it was aliens,

and what if they
were upset with us

'cause we took their stuff

and they were coming
back to get it?

- Whoa.

[tense music]

- [Baxter] I'm just asking.

- Well, I don't know.

Okay, one thing at a time.

What's he doing here?

- [Baxter] I don't know,

but I'm gonna guess he's
not here for the nice view.

- Hi, kids.

How's it going?

- What do you want, Monty?

- You know, you two
Kentucky-fried morons

had me going for a minute.

Ralph here slams me up against
a tree and I'm thinking,

"Geez, this guy's grown
himself some guts,"

but guys like you don't have
any guts, do you, Ralph?

- I'm not afraid of
you anymore, Monty,

so you can just deal with it.

- Oh, I'll deal with it,

and while I'm at it,

I'm pretty much planning
on using your head

as a freaking skull keg.

[electricity buzzes]

You should see the
look on your faces.

Big surprise, huh?

Looks like I found out what
made you a tough guy, Ralph.

- That's not one of ours.

- See, I also found out

what you two little wimps
did to Lance and Chad,

and I'm not happy, mm-mm.

- And what are you
gonna do to us?

- Well, my new bosses told me

I had to get a little
info outta you two,

and once I do that,

then I'm pretty much free

to make you wish
you'd never been born.

When are you two gonna learn?

Nobody messes with me, nobody.

[fires gun]

[fires gun]

- You okay, Baxter?

- Yeah.

- Where are you buttheads
hiding the alien arsenal?

- What?

Alien arsenal?

- You heard me.

- We don't know what
you're talking about.

- Yeah, right.

Listen up, sports fans,

you don't tell me
where the arsenal is,

then I guess I'm gonna have to

string your guts
all over this lot.

You like?

- Hey, say hi to Chad
and Lance for me.

[fires gun]

[beam ricochets]

[siren blares]

Oh, boy.

- Guess your little space gun
doesn't work on this armor.

[siren nears]

You got lucky.

Bring the arsenal to
school at 10 tonight,

they want their stuff back,
especially their crystal ball.

You try anything stupid
or if you don't show up,

I'm coming out to get you.

- We gotta split, Ralph, cops.

- This is bad.

I haven't even seen Mr. Lipkis

and all the bricks
are outta place,

so I'm gonna go
out on a limb here

and assume that somebody
found this place.

- So the stuff was
made by aliens,

Monty has superpowers,

and our secret room has
pretty much been busted,

did I miss anything?

[chuckles] Oh, yeah,

that part about us being up
a creek without a paddle.

[computer beeps]

Oh, and even better, there's
only five slashes left.

Look, we figured out that
slashes mean hours, right?

So if this is a clock,

especially one
that runs by hours,

then it should turn
over and start again

after 24 slashes, right?

- Maybe it's on alien time.

- No, it's on our time,
and it goes by hours,

and there's only
five hours left.

So if it's six o'clock now,

then at 11, all the
slashes are gone.

Dude, this isn't a
clock, it's a countdown.

- What happens at 11?

- Well, remember what Mrs.
O'Houlihan was talking about?

Jagalon Beta is
supposed to be visible

in the night sky at 11 o'clock,

so whatever's going down

probably has something
to do with that.

- So what do we do about Monty

and whoever gave
Monty the armor?

- It has to be those
weird new kids.

- We're gonna have to
come out of retirement

and use the weapons
to fight these guys.

- No, Ralph, we have to call
in the Army or something,

we are so out of our league.

- We don't have a choice.

If we don't stop Monty and
whoever those new kids are,

I don't even wanna think
about what's gonna happen.

- "The financial structure and
a pre-industrial democracy."

I just don't get it.

- Flash?

What on earth are
you doing here?

- Felicia. [chuckles]

Uh, hi.

- Do you realize it's
almost 10:30 at night?

I've been looking
for you everywhere.

- I was, um, catching
up on some studying.

[Felicia chuckles]

- You're in school instead
of a party on Friday night?

Flash, what's going on?

- Can't you see how important

the political climate
of the 1800s is to me?

- Listen, I think it's
time you and I had a talk.

I don't know what
happened to you

in the past couple of days,

and I'm really not
sure I wanna know.

- I'm just getting
my act together.

You know, knowledge is
power, and all that stuff.

[tense music]

- No sign of Monty.

- Maybe he's downstairs
where the weapons were.

- No, he's waiting up here
somewhere for us, bet on it.

- I think now would be a good
time to check your locker.

- But I guess I realize

that we're just not
right for each other.

And there's someone else--

- You know what?

I am so glad that
you said that, honey,

because I've been
wanting to tell you

that I've sort of been
looking for somebody

who fulfills my
intellectual needs.

- Your intellectual needs?

- Hey, don't take
this bad, okay?

I mean, we can
still have a caring,

nurturing, platonic
relationship.

You know?

- Right.

[tense music]

- Is the device ready?

- We have set it up in
the arsenal chamber.

- When the two thieves
arrive with our power source,

we should eliminate them before
they cause us more trouble.

- That is what our
warrior is for.

- Felicia?

- I just heard somebody
walking down the hallway.

- Oh, don't worry about it,

it was probably the night
janitor, he let me in earlier.

- It didn't sound like it,

I'm gonna go check
it out real quick.

- I'll go with you.

[tense music]

- No sign of him.

- Maybe he forgot.

- No, [Baxter sighs]

he didn't forget.

- Oh, god.

- You buttheads hid the
stuff in your lockers?

No imagination.

So now that my bosses
have what they want,

I guess it's time for me
to get what I want, blood,

lots of blood.

[Monty grunts]

[Baxter groans]

[Ralph grunts]

[Monty groans]

[Monty fires gun]

[Ralph groans]

[Ralph groans]

- Oh, my god, I think that
alien looks just like Monty.

[fires gun]

- [Phil] Now, bring us
the power source now.

- You got it, boss.

Don't even think about following
me, you freaking losers,

or I'm gonna fry the jock and
your little girlfriend here.

- Hey, I swear, I'll
do that extra credit.

- Move it!

Come on, let's go!

- You okay, Ralph?

[punches locker]

- My arm has lost
its superpowers.

- Oh, that's okay, I think
I'm still good to go here.

[sighs] Uh-oh.

- Monty must've damaged your
power supply during the fight.

- What are you doing?

- It's 10:40 now,

that star thing we were talking
about happens in 20 minutes,

so I gotta find Monty

before he does something
bad to Flash and Felicia.

- Yeah, well, we're
about an hour past bad.

[tense music]

- Why have you brought
these two humans with you?

- Who are you guys?

- I had to take these two
pep-squad rejects hostage.

[goggles power up]

- Anyway, this still works.

We're gonna have to use
these to find those guys.

They could be anywhere
in the building.

- Man, we're totally tapped.

- Listen, you go one way
and I'll go the other,

we can use the goggles

to look through the
classrooms to find those guys,

and we'll keep in touch
on the communicators.

- What about the two thieves?

Did you eliminate them?

- Hey, you guys told
me to get my butt here.

Anyway, I ripped
'em up pretty good,

their weapons and stuff
don't work anymore.

[goggles power up]

[goggles power up]

[tense music]

- [communicator beeps] Ralph,

I've been up and down
this part of the hall

and I don't see anything.

- [communicator
beeps] Me either.

- What should we do?

- Well, they probably
went this way,

so chances are I'll
see them first.

- [communicator beeps]
Listen, I've got a hunch.

- We only have a few minutes

until our home world
is aligned with Earth

and we can download
the Armageddon beam.

- Give us the power supply.

[communicator beeps]

- Ralph, we only have
about five minutes

before Jagalon Beta's in view.

[tense music]

[electricity buzzes]

[goggles power up]

[communicator beeps] I see them.

- [communicator
beeps] Where are they?

- [communicator beeps]
My hunch was right,

they're all in the arsenal.

[goggles power up]

Monty, Flash, Felicia,
and the new kids.

- At last, we may
fulfill our destiny.

- [communicator
beeps] And guess what,

something bad's
about to go down.

- [communicator beeps]
I'll be right there.

- We don't have time.

[exhales] I'm gonna go for it.

- Prepare for the elimination
of all life on your planet.

- Hey, wait a minute,

you guys didn't tell me you
were gonna use this stuff

to kill everything
on the planet.

- We are only interested
in destroying human beings.

Since you lack any
characteristics
of a human being,

your life will be spared.

- Oh, well, that's cool then.

- Oh, hi.

Did I already miss everything?

- Have no fear,

in approximately three minutes,

you will never have
to see us again.

- Aww, you guys
going on a long trip?

- No, but you and the
rest of mankind will be.

[fires gun]

- Oh, boy.

- Comrade Monty, please
take care of this creature.

- No.

- Two minutes until our home
world is aligned with Earth.

- [communicator beeps] Baxter?

Shoot.

- Comrade Ralph,

do you honestly believe
you can stop us now?

- Ralph, you saved me
in art class yesterday?

- Wait a minute, this Ralph
guy is from the planet Mandark?

- Let me handle this loser.

- Go ahead, Monty,

I already told you I'm
not afraid of you anymore.

- You don't have any superpowers

to save your butt now, Ralph.

Guess you're gonna,
like, I don't know, die.

Yeah, this feels great,

I haven't strangled
anybody all week.

[Monty groans]

- You may have
stopped Comrade Monty,

but your fate is still sealed.

It's time, activate
the Armageddon device.

[whooshing]

- Not so fast.

- Foolish creature, that
device will not harm us.

- Maybe not,

but it'll do a number on your
old crystal ball thingy there.

[fires gun]

[lightning strikes]

[aliens moan]

- I'll be back!

[upbeat music]

[computer beeps]

[Ralph exhales]

- Am I nuts, or did I
just save the world?

- Yeah, you're nuts,

but you did sorta
save the world.

- Wow.

- I cannot believe it
was you the whole time.

You shoulda said
something earlier.

- Why?

- 'Cause we coulda gotten to
this part a whole lot sooner.

- You know,

that was a messed-up trick you
and your buddy pulled on me,

I should just stand
here for six hours

and beat your face into
a new, exciting shape,

but, that's the old me,

the new me has to get ready

for the big
Math-A-Thon next week.

I'm gonna cream West
Side High's butt.

See ya.

Oh, yeah,

you two are still
invited to come over

and play Dungeon
Master 4, if you wanna.

You too, Felicia.

See ya.

- You know,

I don't think I'm ever
gonna get used to that.

[Felicia chuckles]

[bell rings]

- What do you suppose that is?

- I don't know.

Maybe an old bomb shelter?

If it ain't in the
plans, we tear it down.

- [chuckles] Hey,

[tense music]

here's a neat little doohicky.

Ain't it neat?

Ah, the kids will love it.

[construction worker chuckles]
- Yeah.

- All right, guys,
let's get to work, huh?

Let's get started.

- [claps] Let's go.

[computer beeps]

[tense music]

[intense music]