Loonatics Unleashed Wiki
The Menace of Mastermind
Season 1, Episode 11
Air date February 18, 2006
Written by Vinny Montello, Mark Hoffmeier
Directed by Dan Fausett
Episode guide
Time After Time
Acmegeddon Part I

The Menace of the Mastermind is the eleventh episode of the first season.


The warden of the Acmetropolis Subterranean Prison introduces a new officer to “the most insidious criminal in Acmetropolis: Mallory Mastermind.” He warns the officer to keep any metal away from her as her power is to turn any metal she touches into a dangerous high-tech weapon. The new officer notices his pen missing, but brushes it off, leaving along with the warden.

Mastermind is shown to have stolen the pen and uses her powers to convert it into a tiny robot. She then momentarily takes some pain by reaching through the force field she’s contained in to release the robotic pen to help her escape. The little robot flies out of the prison, takes control of a construction robot that digs a hole through the ceiling and breaches her force field, then lifts her to the surface.

At HQ, Duck’s blasting away at holographic ninjas with a duo of weapons. Duck exclaims “high score” when he defeats the ninjas to where Tech comments, “What I’ve created here is a state of the art virtual trainer, not a video game!” Duck then boastfully brags about being the master of his “game” which leads to Tech upping the difficulty. Duck then emerges from the trainer in a crisp, burnt from a laser blast. Ace tells the two that Zadavia is online and they meet up with everyone in the meeting room. Zadavia calls them and tells them about the breakout, but says Tech can fill them in on the way to the prison.

While they ride via jet, Tech tells the team Mastermind’s backstory. He explains that Mastermind, then called Mallory, was a grad student of his. They worked together on a machine meant to amplify brainwaves, but Tech discovered that Mallory had really created a machine to absorb other people’s knowledge. Tech stopped her by shutting down the machine, but the feedback caused her brain to bulge out. The police are right on hand to arrest the Mastermind immediately after Tech thwarts her plan to absorb the minds of the heads of the university.

The Loonatics arrive at the prison and run to where Ace reports some “suspicious electrical activity.” When they get to the yard with the construction robots, Lexi hears “someone thinking louder than we are.” Mastermind then appears behind them, not leaving knowing that the Loonatics would come, and has the robots attack them. The Loonatics make makes short work of the robots but lose track of Mastermind, later going back to HQ. It is revealed that while the Loonatics were busy with the robots, Mastermind got to their headquarters and took it over. She then sends out flying saucers to blow their plane out of the sky to which she succeeds. She then plants devices on the Loonatics weapons.

After the crash, the Loonatics attempt to enter base through the hangar and notice that Mastermind has changed the codes. Slam tornadoes into the ground and comes up in the hangar. While in the hanger, the Loonatcs prepare for battle and grab guns off the rack. Though because the guns have all been booby-trapped, as soon as somebody picks them up, their hands get tied to the gun and they start firing randomly. They overcome this by using their powers to smash the weapons off of them. Tech then exclaims that he should’ve known better to which Ace reassures him. Tech then leads them into a room with no security cameras for Mastermind to spot them with because it’s got a hidden elevator there. The room they enter houses a heat generator. Tech feels around for the button to open the secret elevator but again Mastermind is already one step ahead of them. She seals them in the heat generator room, and then turns the heat generator to the max to fry the Loonatics. As the heat goes up the room then explodes. They escape by climbing a rope out of the sealed room. They make it into the air vents, a place where Mastermind shouldn’t be able to hear or see them.

Tech discusses what they can use to stop Mastermind, an EMP device that can temporarily knock out all power in an area, stripping Mastermind of all the gadgets she’s sending against them. The Loonatics then split up: Lexi, Slam, and Rev go to find the EMP, while Ace, Duck, and Tech sneak into the room with Mastermind to take her by surprise. When Lexi, Slam, and Rev find the EMP, they also find themselves under attack by robots made from the vacuum, food processor, and CD player when they try to get to the pool table where the EMP is located. Meanwhile, as soon as the others are inside the training room, it kicks on and they’re attacked by holographic ninjas. As the battle continues, they find themselves in even deeper trouble when hitting then ninjas just makes them split into two.

Tech escapes from the training room while Ace and Duck keep him covered, and chases Mastermind into a storage closet and the two argue. Mastermind thinks Tech was jealous of her brain, but Tech says it’s the way she uses it that’s bad. She then shoots at him with a laser gun. He responds by assembling his own laser gun from junk and firing onto her.

Meanwhile with Lexi and her team, they continue battling the household menaces. Lexi destroys the food processor and vacuum robots by kicking them into each other and Slam destroys the CD player. They find Tech’s EMP, but it has activation instructions that are simple for him but not the others. Though the others have problems understanding it, Rev has no trouble figuring them out and turning off everything in the building. The team then all declares “game over” as one by one Mastermind’s forces are all deactivated. With Mastermind powerless Tech then ties Mastermind up with power cables and she is sent back to jail.

The Loonatics relax with a day at the beach, Duck comments that there’s nothing more rewarding than that after a job well done, and Ace masks a joke as to how he’s amazed that Duck is right about something. Just then their beach resort comes to a crashing end as it melts away and is revealed to be the training room set to look like a beach. With the power still out, Rev’s powering everything with a generator that’s hooked up to an exercise bike. He takes a momentary break and continues to pedal as he complains about his unfortunate current duty.

Major Events

  • Mastermind is introduced.




  • Tech is one of the only Loonatics to personally know a villain (the other being Danger Duck who knows Pinkster Pig).
  • This episode is the tenth one on the season one DVD set instead of "Time After Time".


Mallory Casey/Mastermind: I'd love to stay and chat, but I must be... Heading out! *laughs*

Duck: Methinks this place is empty.
Lexi: Chill, Duck. Methinks there's somebody thinking louder than any of us. We're not alone.

Duck: You get an A for the escape, but a D for the getaway, sister!
Mallory Casey/Mastermind: Oh, but this isn't about getting away. It's about revenge. Isn't that right, Tech?

Mallory Casey/Mastermind: I thought it was cats that had nine lives!

Tech: And for the last time; I'm not a dog, I'm a coyote!
Mallory Casey/Mastermind: So sensitive.

Tech: It's not your intellect I have problems with. It's your swollen head!

Mallory Casey/Mastermind: You taught me everything I know! Remember?
Tech: But not everything I know.
Mallory Casey/Mastermind: Gasp!


Loonatics Unleashed Season 1
Loonatics on Ice | Attack of the Fuzz Balls | The Cloak of Black Velvet | Weathering Heights | Going Underground | The Comet Cometh
The World is My Circus | Stop the World, I Want to Get Off | Sypher | Time After Time | The Menace of the Mastermind
Acmegeddon Part II | Acmegeddon Part II