Episode 3: Who You Calling Ugly

Directed by Jeff Allen · Written by Chris Black · March 25, 2021

Following a televised funeral, the Graysons attend the Guardians' private burial with their loved ones, where Darkblood questions Nolan privately and hints at his suspicions. Cecil commissions Robot to form a new Guardians roster of his choosing, applauding his handling of the Flaxan invasions. Robot merges the Teen Team with experienced heroes Monster Girl, Black Samson, and Shrinking Rae. However, Eve quits, resentful of her teammate and ex-boyfriend Rex Splode after catching him cheating on her with teammate Dupli-Kate. Mark gets Amber's number and sets up a "study date", which is interrupted when he is called to help Eve stop Doc Seismic from attacking Mount Rushmore. Nonetheless, an intrigued Amber waits for him. When Rex tries apologizing to Eve, she refuses to accept and seeks out Mark, only to discover him with Amber. Despite being saddened, she acknowledges his happiness and quietly leaves. With Robot's unseen help, the Maulers escape from their GDA prison, though one sacrifices the other. When Darkblood questions Debbie, he finds Nolan shared little with her. This encounter leaves her suspicious of Nolan, who senses Darkblood's lingering presence.

Images Gallery

A World in Mourning

In Loving Memory: The world pays its final respects to its fallen protectors.

A close-up shot of a gold circular plaque on the ground that reads 'IN LOVING MEMORY' with the Guardians of the Globe shield emblem above the text.

Episode 3 opens with the world coming to a standstill for the official memorial service of the Guardians of the Globe. This close-up of the 'In Loving Memory' plaque signifies the end of an era for Earth's protection. The public nature of the mourning serves as a stark contrast to the private, brutal reality of their deaths, and sets the stage for Cecil's desperate scramble to find a replacement team to fill the massive power vacuum left behind.

The False Eulogy

A masterclass in deception: Omni-Man mourns the very heroes he executed.

In a display of profound irony and manipulation, Omni-Man delivers the public eulogy for the Guardians of the Globe. Standing before a mourning world, he speaks of their heroism and the 'loss' he feels as their comrade, all while being the very person who brutally murdered them. This moment highlights Nolan's cold commitment to his cover story and his ability to weaponize public sentiment to mask his true nature.

A Private Farewell

The true cost: Nolan stands among the graves of the teammates he personally executed.

Nolan Grayson in a black suit standing alone in the rain, looking down at the rows of caskets for the fallen Guardians of the Globe.

Away from the cameras and the cheering crowds, the Guardians are laid to rest in a high-security GDA ceremony. Nolan stands alone in the rain, a solitary figure amidst the caskets of his former teammates. This moment is visually heavy with the atmosphere of a classic funeral, yet it remains deeply unsettling; Nolan's silence could be interpreted by onlookers as profound grief, but to the viewer, it is the quiet contemplation of a predator surveying his work.

A Supernatural Standoff

The Detective and the Killer: Darkblood begins to tighten the noose around Nolan's secret.

Nolan Grayson in a black suit facing off against Damien Darkblood in his tan trench coat and fedora, standing in a rainy cemetery with rows of empty grave plots in the foreground.

In the pouring rain following the private funeral, Damien Darkblood makes his move. He approaches Nolan directly, bypassing the GDA's red tape to probe for details about the night the Guardians died. Darkblood's presence is an affront to Nolan's composure; the demon's ability to sense the 'cold' of a lie makes him the first character to openly challenge Omni-Man's narrative to his face. This confrontation establishes that while Nolan may have fooled the world, he hasn't fooled the detective from Hell.

A New Leader for a New Era

Filling the vacuum: Cecil appoints Robot to assemble the next Guardians of the Globe.

Cecil Stedman holding a black umbrella in the rain, looking sternly at Robot as he tasks him with leading the next iteration of the Guardians of the Globe.

Amidst the somber atmosphere of the cemetery, Cecil Stedman pulls Robot aside for a critical mission. Recognizing Robot's strategic mind and tactical efficiency during the Flaxan invasions, Cecil officially tasks him with recruiting and leading a new team to replace the fallen Guardians. This conversation highlights the GDA's pragmatic approach to global security: there is no time for mourning when the world is left unprotected, and Robot is the only one Cecil trusts to handle the selection process objectively.

Eyes on the Graysons

No privacy: Donald Ferguson monitors the Grayson household from a secret GDA bunker.

Donald Ferguson sitting in a dark room with a serious expression, holding a steaming mug of coffee, with a wall of surveillance photos and maps behind him including images of Nolan Grayson.

The true extent of the GDA's suspicion is revealed as it's shown that Donald and Cecil have the Grayson household under 24/7 surveillance. Donald sits at the heart of this operation, monitoring audio feeds and tracking Nolan's every move. This scene confirms that despite Cecil’s public support for Nolan, the GDA is treats the world's greatest hero as its primary person of interest, waiting for a single slip-up to confirm Darkblood's theories.

Eve Catches Rex and Dupli-Kate

Betrayal in the ranks: Eve's personal world crumbles as she catches Rex and Dupli-Kate.

A furious Atom Eve in the foreground, looking back at a guilty-looking Rex Splode and two copies of Dupli-Kate, all of whom are wrapped in towels in a locker room setting.

In a shocking personal blow, Atom Eve walks into the Teen Team locker room only to catch her boyfriend, Rex Splode, in a compromising position with their teammate Dupli-Kate. This moment of betrayal shatters the team's internal cohesion and serves as the catalyst for Eve's decision to leave the Teen Team. The emotional fallout forces Eve to re-evaluate her life as a hero and her relationships, eventually leading her to seek out Mark for support.

Robot's Recruitment Drive

The next generation: Robot sifts through dozens of candidates to find the new Guardians of the Globe.

Robot stands in the center of a crowded room, holding a tablet and evaluating various heroes including a smiling Invincible and a large, bearded hero in a denim vest.

Tasked by Cecil to rebuild the world's premier superhero team, Robot conducts a massive tryout at GDA headquarters. The room is filled with a diverse array of hopefuls, from seasoned members of the Teen Team to obscure independent heroes like Monster Girl and Black Samson. Mark attends to support his friends, witnessing firsthand the competitive and sometimes chaotic nature of the selection process as Robot looks for the perfect balance of power, personality, and tactical utility.

Monster Girl's Impressive Audition

Don't judge by appearances: Monster Girl dominates Rex Splode in her audition.

Monster Girl in her transformed state—a massive, hulking green creature—looming over a startled Rex Splode during the Guardian tryouts.

The Guardians of the Globe tryouts take a dramatic turn with the arrival of Monster Girl. Initially dismissed by Rex Splode due to her appearance as a young girl, she quickly proves her worth by transforming into a massive, powerful ogre-like creature. The ensuing skirmish leaves Rex humiliated and serves as a literal 'power move' that secures her place as a top contender for the new team. This scene introduces one of the most complex power sets in the series, where every transformation comes with a biological cost.

A New Roster Takes Shape

The legacy continues: Robot briefs the new Guardians of the Globe for the first time.

The new Guardians of the Globe—including Robot, Dupli-Kate, Black Samson, Monster Girl, and Rex Splode—sitting on white blocks in a stark, futuristic training room while Robot hands out briefing papers.

With the tryouts concluded, Robot assembles the selected candidates for their first official briefing as the new Guardians of the Globe. The room is filled with a mix of veteran talent like Black Samson and former Teen Team members like Rex and Kate. While Invincible and Atom Eve are notably absent from this initial meeting, the remaining heroes begin the difficult process of learning to work together under Robot's leadership, all while standing in the literal shadow of the legends they have been chosen to replace.

A Normal Teen Moment

Finding normalcy: Mark and Amber share their first quiet moment together at the Grayson home.

Mark Grayson standing awkwardly in his bedroom while Amber Bennett looks through a book near his desk. Mark is wearing a striped sweater and khakis, and the room is filled with posters and typical teenager decor.

Mark attempts to ground himself in reality by inviting Amber Bennett over to his house for the first time. The 'study date' serves as a way for the two to connect outside of school, finding common ground in their interests and a mutual, flirtatious spark. This scene provides a necessary breath of fresh air amidst the heavy themes of betrayal and death, showing that despite his Viltrumite powers, Mark still struggles with the universal nervousness of a first date.

No Time for Love

Duty calls: Cecil interrupts Mark's study date with a demand for immediate action.

Mark Grayson, looking stressed and holding his phone, stares in shock at Cecil Stedman who has suddenly appeared in his bedroom while Amber is away.

In a moment that perfectly captures the struggle of the secret identity, Cecil Stedman teleports into Mark's room the second Amber leaves to grab a drink. Cecil scolds Mark for being unavailable and prioritize his civilian life over his responsibilities to the GDA. He demands Mark's immediate assistance with a developing crisis, forcing Mark to come up with a quick excuse for Amber and highlighting the increasingly impossible task of balancing a relationship with the life of a superhero.

A Necessary Distraction

Heading into battle: Invincible and Atom Eve fly toward their confrontation with Doc Seismic.

Invincible and Atom Eve flying side-by-side over a dense, evergreen forest toward a mountain in the distance.

After Cecil's abrupt interruption of his date, Mark flies off as Invincible to meet Atom Eve. The two head toward Mount Rushmore to confront the villainous Doc Seismic, who is causing geological upheaval. For Mark, it's a frantic shift from civilian life to heroics; for Eve, it's an escape from the emotional fallout of catching Rex cheating. Together, they represent the raw power of the new generation of heroes, stepping up while the official Guardians team is still in its infancy.

The Threat of Doc Seismic

Geological chaos: Doc Seismic uses his gauntlets to attack a national landmark.

A bald, elderly man in a white lab coat and red shirt with a jagged pulse design, wearing large red gauntlets and laughing maniacally in front of the stone faces of Mount Rushmore.

Doc Seismic makes his explosive debut at Mount Rushmore, using his high-tech 'earthquake gloves' to threaten the destruction of the national monument. Driven by a chaotic anti-establishment philosophy, he revels in the destruction he causes. This confrontation forces Invincible and Atom Eve to work in tandem: Eve uses her matter manipulation to stabilize the crumbling rock, while Mark focuses on neutralizing the villain's seismic weaponry.

Doc Seismic Sent Plummeting

Falling from grace: Doc Seismic is defeated, but his story is far from over.

Invincible's yellow cowl is visible in the foreground as he watches Doc Seismic fall backwards into a deep, fiery cavern created by his own seismic disruptions.

The battle at Mount Rushmore concludes when Doc Seismic loses his footing on the unstable terrain he created. As Invincible watches from above, the villain falls into a deep fissure, seemingly descending into the molten depths below. While Mark and Eve believe the threat is neutralized, this moment serves as a foreshadowing of Doc Seismic's eventual return, as he is far more resilient and resourceful than he appears during this initial encounter.

A Father's Approval

Viltrumite values: Nolan praises Mark for putting the mission before his personal life.

Invincible rushing up the stairs of his home while Omni-Man stands at the bottom, looking up at him with a stern but approving expression.

After defeating Doc Seismic, Mark races back to his house and sprints up the stairs to check on Amber. He is stopped by Nolan, who is waiting in the foyer. Instead of scolding him for leaving his guest, Nolan compliments Mark for prioritizing his heroic duties over his personal relationship with Amber. This interaction highlights the growing ideological rift between father and son: while Mark is desperate to hold onto his humanity and normalcy, Nolan views such attachments as secondary to their superior purpose.

A Life Re-evaluated

Cutting ties: Eve questions her future as a hero while erasing Rex from her world.

Atom Eve standing in a dimly lit room, looking sadly at a photograph of her and Rex while other photos of them are pinned to a corkboard behind her.

Following her breakup with Rex Splode, Samantha (Atom Eve) begins the painful process of removing him from her life. As she takes down photos of their time together, she is overcome with doubt about her path. This moment of quiet vulnerability shows Eve questioning whether the traditional life of a 'superhero'—tied to teams, GDA protocols, and public expectations—is truly where she belongs. It marks the beginning of her journey toward independence and finding a way to use her powers for direct, meaningful change.

Eve’s Loneliness Deepens

Bad timing: Eve looks for a friend only to find Mark moving on with his own life.

Atom Eve looking devastated in the foreground at night, while in the background through a window, Mark and Amber are seen kissing on his bed.

Seeking solace after her breakup with Rex, Eve flies to Mark’s house hoping to talk. Her heart sinks as she looks through his bedroom window and sees him finally connecting with Amber. The juxtaposition is brutal: while Mark is successfully integrating his hero life with a new romance, Eve’s personal life and team affiliations have completely disintegrated. She flies away silently, choosing not to interrupt his happiness but leaving herself more alone than ever.

The Maulers Escape GDA Custody

Back in business: The Mauler Twins smash their way out of GDA custody.

The Mauler Twins, large blue-skinned hulking figures in orange prison jumpsuits, charging forward through a high-tech facility with determined expressions.

Exploiting a moment of transition within the GDA, the Mauler Twins launch a coordinated escape from their containment unit. Despite their constant bickering over who is the original and who is the clone, their combined physical might and genius-level intellect allow them to tear through automated defenses. Their escape adds another layer of chaos for Cecil to manage, as the world's most dangerous scientific minds are once again back on the streets.

A Demon in the Living Room

Interrogating the home front: Darkblood probes Debbie for clues about Nolan’s secret.

Damien Darkblood standing in the Grayson living room at night, his demonic red skin contrasting with his tan trench coat, while Debbie Grayson stands in the background looking defensive and annoyed.

Damien Darkblood brings his investigation to the Grayson residence, interviewing Debbie about Nolan's whereabouts and behavior on the night of the Guardians' murders. Debbie, fiercely protective of her husband and family, meets Darkblood's probing questions with skepticism and irritation. However, Darkblood's presence serves a dual purpose: while he gathers little verbal evidence from her, his very existence as a lie-detecting entity begins to plant the first seeds of doubt in Debbie's mind, forcing her to confront the inconsistencies she has been trying to ignore.