|The Brain Suckers Cometh!|
|Airdate:||September 19, 1993|
|Written by:||Mark Zaslove|
|Directed by:||Kyle James|
|Based On:||Mighty Max Terminates Wolfship 7|
The episode begins in outer space, where a group of aliens destroy a space satellite and plan a "surprise visit." At school, Max accidentally breaks a computer and his lab partner, Ernie teases him. Ernie asks what Max wants to work on next, but Max tells Ernie they should work separately. Ernie gets the hint, but Max tries to convince him it is because Ernie is much more intelligent than him. Ernie walks away, saying he thought they could be friends. Bea tells Max he hurt Ernie's feelings, but Max replies that he can't stand him. A paper plane flies around the room, flying into Max's hands. The note is from Virgil, and Max leaves his computer class.
Max searches for a particular locker, 207, while being stalked by the principal. He finds the locker and teleports away just before the principal is able to find him. Max teleports into Kansas, where Virgil and Norman reveal that aliens are going to crash land there. Max doesn't like the sound of aliens, but Virgil talks him into it. The trio teleport into the space ship. They run from a robotic scout and find themselves on a conveyer belt which drops them into a pile of brains. Max finds some costumes for them to slip on to go unnoticed. They enter the computer room and find the disk which can stop the aliens. The aliens find Max and begin to chase him, but Max finds an escape craft and flies back to Earth, leaving Norman and Virgil.
Unbeknownst to Max, a Brainsucker lurks in the back of his space shuttle. Meanwhile, Ernie is creating a video game. Max pounds on his window, but Ernie ignores him. Max enters Ernie's room and unplugs his computer to get his attention, saying he needs Ernie's help to stop the aliens. Suddenly, the Bloodsucker appears in the shadows, so Max quickly tells Ernie of the disk he found, saying it is a video game about an alien invasion. The Bloodsucker attacks the pair, and they run into the streets, where the alien is ran over by a truck. Back in Ernie's house, Max pleads with Ernie to help him. He knows Max doesn't want to work with him because people think he's a nerd, so Max apologizes. Ernie reluctantly agrees, and they fly back to the alien spaceship.
They make their way into the main chamber, and enter the disk into the computer. Max wants to go find Virgil and Norman, but Ernie keeps gloating about how great he is. The Bloodsuckers enter and take the two boys prisoner, placing them in a cell with Virgil and Norman. Ernie begins to cry, and Max tells him the reason nobody likes him is because he is obnoxious and never stops talking. They argue, but are suddenly placed in the brain extracting conveyer belt. Just as the mechanism drops for Max's brain, Ernie unplugs the program. They all make a run for it before the place explodes.
As they find their way to the portal mark, they get attacked by Brainsuckers, which are defeated by Norman. They discover the portal is outside of the space ship rather than inside, and enemy space ships start shooting at them. Max convinces Ernie to help them and he shoots back at the enemies. Just as the ship begins to explode, Max and the others are teleported through the portal. Max thanks Ernie for his help in saving the world. They see some cannibals, and Ernie rushes over to them to gloat about himself. Max sighs and decides to go save him after they put Ernie in the cooking pot.
- This episode is based Mighty Max Terminates Wolfship 7.
- The title is a reference to the 1939 American play The Iceman Cometh written by Eugene O'Neill.