After the discovery of the aliens' visit, Jimmy headed out of his lab with the others to work on his rocket. Peni tried to help, but Jimmy kept dismissing her making her pout. Meanwhile, Carl was reading a comic book about monstrous aliens, which of course made him nervous.

"Um, so you, me, a spider, and a dog are gonna battle an alien civilization… right… by ourselves?"

"But Goddard's a good boy." Jimmy said petting his robot dog. "Aren't you, boy?"

"You know, if you let me, I can help you with this rocket." Peni said. "And then—I don't know—I could help you fight the aliens?"

"I don't need help." Jimmy said. "Besides, the rocket's only built for two. Goddard and I are gonna share a seat."

"Oh. Well, if that's the case," Carl said hopefully, "Maybe Peni can go instead of me?"

"Carl, don't take her side." Jimmy said. "Look, Peni, I admit, you've got a unique effect sharing a telepathic link with your spider, but I don't see how that'll help us fight an advanced alien species."

"Well, you're going to need more help than just Carl and Goddard to take on an entire bunch of who knows how many aliens." Peni stated with the spider squeaking in agreement. "Besides, I was there when you tried to fly this ship into space the other day, and you couldn't even break free of the atmosphere, remember?"

"Well, for your information, I recalculated the thrust-to-fuel ratio, and I've adjusted the engine accordingly."

Just as Jimmy said that, the rocket behind him fell apart. Many pieces of it fell to the yard.

Peni crossed her arms and glared at Jimmy. "Looks like someone didn't take into account the weight capacity of the rocket for his adjusted engine." She then looked around. "You know, I'm surprised we didn't see Sheen. You'd think alien stuff would get him all over the place."

"Last I saw him, he went to get us snacks." Carl said.

"NEUTRON! PARKER!"

Both the young geniuses were alarmed and hid themselves behind Jimmy's shack with Carl. When they peeked out, they saw every kid in Retroville coming in. Some of them carried torches and flashlights, but they all looked scared and nauseated.

"It looks like an angry mob." Jimmy said. "In times of crisis, intellectuals are always the first to go."

"Well, you're always claiming you're the smartest." Peni said defensively. "So nice knowing you."

"Hey!" Jimmy glared at her.

"Well, they don't look angry." Carl said taking another look at the kids. "They look like they're about to barf."

"That might be worse." Peni said in disgust.

The mob parted ways making room for Nick, who talked into the backyard dragging Sheen behind him by his collar.

"Hey, let me go! You're messing with powers far beyond your mortal comprehension, my friend!" Sheen cried out. Of course, Nick ignored him.

"Okay, you two." Nick said. "Ultra Freak here says you really know what happened to all our parents."

"Seriously, Sheen?" Peni groaned.

"Hey, guys, how you doing?" Sheen asked. "I didn't' say nothing about our parents being abducted by ali…" He was cut off when Nick dropped him to the ground.

"Where's my mom and dad?" Cindy asked.

"Okay, okay, everyone, take it easy." Peni said in a calming motion. "We can explain everything. But… Well, you better take everything we say to heart. Because as crazy as it's gonna sound, it's true."


After explaining everything, the kids were all shocked at hearing that their parents and every other adult in Retroville had been abducted by aliens from outer space. However, while Peni was right and it sounded crazy, the fact that two geniuses like Peni and Jimmy were stating it (and they weren't the kind to lie like this) helped them accept it. As a result, the kids all decided that they weren't just going to just stick around on Earth while Jimmy went into space to save the adults. They all pitched in and declared their intentions to help and get their parents back. Despite Jimmy stating he wanted to do this alone, he quickly changed his mind when the kids nearly rioted again. Once that was settled, Jimmy turned to his dog.

"Goddard, star map 72, please." Goddard barked twice before shooting up a holographic map of another solar system.

Jimmy pointed to one of the planets on the map. "Right about… there. Long range sensors picked up these ion trails, indicating the departure route for whatever alien intelligence has abducted our parents. And as you can see, they lead to somewhere in the Orion star system, approximately three million light years away. So we'll need to leave by Friday. Okay, that gives us about two days to collect the necessary plutonium, design and test our fusion engines, and build our fleet of interstellar warships. We'll also need to bring snacks. Any questions?"

Everyone stared at him quietly in shock for a second before a hand in the back shot up. "Um, yeah, I do," Quentin said. "What are those numbers?" He pointed at a set of numbers displayed on Goddard's screen.

"Oh. That's the radio signal the long-range sensors discovered once they detected the alien ships. It seems to allow anyone with a radio to make contact with them." Jimmy said.

"So… we can just call them?" Quentin asked.

"Well, yeah, but we certainly aren't going to," Peni said. "I get the weird feeling that they're not just going to give us back our parents if we call them up and politely ask for their return. Besides, right now, the aliens think we're still fooled, so they won't see us coming. If we call them, we'll simply lose the element of surprise. So just ignore the signal, okay?"

Quentin nodded quietly, but he kept his eyes on the signal numbers with interest for a few more seconds before Goddard shut off the map.

"Are you sure about this, Neutron?" Nick asked.

"Well, the data seems to support this hypothesis." Jimmy said holding up a sheet of paper.

"Never. Argue. With. The data," Sheen said seriously before taking the paper and walking away while looking at it confusedly and seemingly trying to figure out just what it all said.

"Okay. Here's the lowdown." Nick said confidently. "You get us to those kidnapping alien scuzballs, and I'll take it from there."

Peni rolled her eyes scoffing at that idea. "What are you going to do, Nick? Flick your toothpick at them?"

"Do you have a better plan?" Nick asked.

"Actually, I do." Peni said with a smirk. She held up her hand and snapped her fingers.

All of a sudden, the SP/dr suit jumped out of the side and landed behind Peni. It demonstrated some martial arts moves with Peni before she climbed on top of it. The screen on the robot then lit up with a smiling face.

"Whoa!" all the other kids watched in amazement.

"Isn't that the same robot that tore apart the mall?" one of the kids asked.

"No, no. Well, yes, but he wasn't actually trying to hurt anyone." Peni said assuringly as she hopped down. "He just wants to help." The robot nodded its body. "Now, the way I figure it, a powerful mecha armor is more than capable of dealing with whatever these E.T.s have to throw at us. So when we get there, one team will get the alien's attention by beating up as much as they can. I'll take point and lead. And of course, with them all distracted, Jimmy can take a small away team and sneak our parents to safety." She turned to Jimmy who, while looking reluctant, nodded.

"I will admit that that plan is relatively sound. A distraction and usage of a giant mecha armor would certainly be a boon to our mission."

"But didn't you say that suit don't work right?" Libby asked. "Something about the interface or something?"

"That all changed thanks to this guy." Peni opened up the mech's dome and pulled out the spider, which crawled on top of her finger. He waved his hand at the kids greeting himself.

"Did… that spider just wave at us?" asked the school bully, Butch. The rest of the kids looked at the arachnid in shock.

"Yep. He's not a normal spider as you can guess. In fact, we share a telepathic connection." Peni said. The little fellow nodded in assertion as she continued. "The suit needs two minds to create a compatible connection with the interface, so both SP/dr and I will work the suit together. And since we share a brainwave, we won't have to worry about working over each other. It's perfect."

"Did you just call it SP/dr? Like, as in your robot?" Cindy asked.

"Yeah. I figured that's an appropriate name for him." Peni said petting her arachnid companion. "After all, I can't work the suit without him. Man, Dad's going to flip when he sees this."

Nick shrugged. "All right. We'll go with your plan, Pen? We're getting our parents back!"

Peni groaned quietly. "He's still calling me that?"


After the meeting, every kid in Retroville headed straight to Retroland and started taking the rides apart. Under Jimmy and Peni's supervision, the kids reconfigured the rides with engines and space-travel tech that they would need. For a moment, Jimmy was annoyed that Cindy and Libby decorated their rocket with sunflowers, ribbons, rainbows, and other girlish stuff. Peni couldn't help but laugh at how much Jimmy didn't like it.

It took a lot of work, but on Friday at sunset, the final touches had been placed and every kid gathered around Jimmy at the Smack-A-Tack ride stage. Peni waited on top of her mech suit with SP/dr sitting on her shoulder.

"Good work, everybody!" Jimmy congratulated the group as he stood on a large nail on the ride to address them. "We're ready for intergalactic travel!"

"Neutron, this is gonna work, right?" Nick asked.

"Yeah, Jimmy." Cindy agreed. "What if it doesn't work?"

"It will work!" Jimmy insisted. "I'm 95% sure it will!"

"95?" Cindy asked. "And the other 5%?"

"…We blow up." Jimmy admitted spooking most of the kids. "But just a little."

"Not exactly your best assurance, Jimmy." Peni whispered.

"Look, a 95 is still an A." Jimmy said.

"Yeah, I can deal with that." Nick said after a second of thought. "I never got a 95 in my life."

"Stop the presses." Peni said dryly.

"All right, everyone!" Cindy yelled out. "Stop sucking your thumbs and let's light this candle!"

At that, Peni jumped up, opened the dome to the SP/dr robot, and landed perfectly in seat, sharing a determined look with SP/dr the arachnid.

Everyone else raced to their designated rides. They all strapped themselves in and readied their gear as they heard Goddard's automatic voice call out to everyone, sounding just like a reminder announcement on the rides themselves.

"Please, make sure your seat belts are fastened and remember to keep your hands and arms inside the vehicles at all times."

"You know, SP/dr, I actually think this moment could use a bit of something else to make it more… epic." Peni said with a smile. The spider nodded as Peni pulled out the "Peni's Popping Tunes" CD she had gotten from Libby.

Jimmy was the first one to take off. He put his quarter into his Strato XL Rocket ride and instantly, flames burst out from the back and carried him over the park gates.

As this happened, Peni inserted the CD into the player she had installed and selected a certain track she felt fit the mood. Speakers then appeared out of the mech's back and a song started playing.

"Friday night and everyone's moving
I can feel the heat
But it's shooting
Heading down
I search for the beat in this dirty town
Downtown the young ones are going
Downtown the young ones are growing
We're the kids in America (Ho-O)
We're the kids in America (Ho-Oh)
Everybody live for the music-go-round
"

Nick was the next to leave riding a bat-shaped cart from the Bat Outta Heck roller coaster. More kids soon rode behind afterwards in different rides tricked out with high-tech engines, including Carl, who flew on a mechanical butterfly from the Flutter By kiddie ride.

Once all the rides took to the air, Peni and SP/dr looked at each other and nodded. Together, they moved the suit to aim its arm into the air. A long, white string of web shot out of its wrist and stuck itself onto the viking ship ride. The suit was then pulled off the ground and Peni swung it over, landing in the front. The kids—decked out in horned helmets—all cheered upon seeing it.

"Come on, everybody. Get in formation." Jimmy said as he turned to examine all the rides. "Carl, you're too low."

"Come on, you stupid butterfly!" Carl said as his ride skidded on the road.

"Try kicking it, Carl!" Peni advised.

Carl nodded and gave the inside of his ride a kick. With that, Carl's ride flew up into the air and joined the rest of the children's fleet.

"Sometimes, it's the simplest solutions that are best." Peni said relaxed.

"We're not out of the woods yet." Jimmy said entering the clouds with the others. "We still need to get to space before anything else. Hang on. We're passing through the stratosphere!" Everyone felt a thrust. "Now, the mesosphere!" Another thrust. "Entering ionosphere!" Another.

"Now, I know why they all end in 'fear'!" Carl cried.

"That's it, baby." Jimmy said as he found himself about to cross through the highest height he's been to yet. "Engaging pulse rockets… NOW!"

At Jimmy's cue, everyone pulled the levers on their ships. Unfortunately, the engines suddenly stopped roaring and the ships floated slightly at the edge of space before slowly descending back down to Earth, where they would inevitably pick up speed as they fell and burst into flames! This realization sent a wave of terror and panic through the children as they screamed. Even the music stopped for a moment as Peni and SP/dr looked around worriedly inside the mech.

"Come on, come on, come on, come on." Jimmy muttered to himself.

By some miracle, the engines roared again and the rockets all made it out of the atmosphere. At last, the ships made it off the planet, and everyone cheered as they flew off into space! Peni's music then turned back on and blared in triumph.

"We're the kids, we're the kids
We're the kids in America
We're the kids, we're the kids
K-K-K-Kids in America
We're the kids, we're the kids
We're the kids in America
We're the kids, we're the kids
We're the kids in America
We're the kids, we're the kids
K-K-K-Kids in America
We're the kids in America
"

"We made it!" Peni cheered. SP/dr cheered too. "But leaving the Earth is the easy part. Let's hope we can come back with our parents in one piece."


Deciding to leave the ship, Peni and SP/dr exited the suit and walked along the edge of the viking ship. With her companion on her shoulder, Peni looked out at the stars staring in amazement. Most of her attention was fixed on the comet they were flying by.

"Wow. This is beautiful." Peni said. "So many constellations that I've never seen before."

SP/dr chittered making Peni laugh.

"Yeah. I guess this is pretty out there for a preteen Japanese girl and a spider who was intelligent for only a couple of days." Peni said.

SP/dr stared ahead and watched Jimmy and Cindy's ships flying beside each other. He pointed and Peni looked ahead, seeing them both staring in bewilderment and awe at the wonders of the universe. They then exchanged smiles to each other before forcing themselves to look away. SP/dr squeaked to Peni.

"Uh-huh. Truth be told, they're always like that." Peni said. "Some people are betting that they might actually end up together. I certainly wouldn't mind it. To be honest, if they could get past their animosity, they would actually be kinda cute, I think."

"Hey, Pen!" Nick called as his ship flew right beside her. Peni's smile faded quickly. "How's about I take you for a ride?"

"I'm on a viking ship, Nick," Peni said, pointing at the boat. "I'm already on the best kind of ride. Now, I believe you're out of formation."

Nick's smile dropped and scoffed. "Whatever. Wake me up when we get there." With that, he flew back to where he was.

SP/dr chittered to curiously.

"Me and him?" Peni asked in disgust. "HA! In his dreams!"

Suddenly, everyone was shook by the sound of roaring thunder. Peni looked around and saw flaming balls of fire raining right past the fleet. Everyone adjusted their ships to narrowly miss them.

"Hey, what's happening?!" Carl asked loudly.

"Meteor shower!" Jimmy yelled looking up at a black-and-red cloud shooting meteors from it.

"We're no good to our parents if we die in space!" Peni shouted. "Come on, buddy! We've got peers to protect!" With that, Peni did an anime jump into the air and landed back into her mech suit with SP/dr.

After activating the suit, Peni moved it to swing across the rides to defend them. With her targeting system, she struck the incoming meteors before they could hit any vital parts of the ships. She then saw Sheen get hit by one of the meteors and sliding over other ones, so she swung over to save him before he spiraled out of control.

Peni then launched the suit through a ferris wheel and shot a webline to the roller coaster to bring it to the front car. Once a big meteor was threatening to crash into them, she gave a hard punch at it shattering it to pieces. After that, it moved on to the next ship to save and the next and the next. She even rescued the viking ship itself when a series of meteors penetrated the sail, threatening to make it veer off course.

"Uh, Jimmy!" Peni called out. "As fun as it is to play real-life Galaga, it's too dangerous to stay out here!"

"Agreed!" Jimmy shouted. "We gotta find shelter!" He looked at the scanner until he found something. "Asteroid bearing 236, mark seven degrees! Come on!"

All the ships redirected to follow Jimmy to the asteroid he found. While they did that, SP/dr chittered.

"It's okay, little buddy." Peni said after taking a few deep breaths to calm herself. "It's just for a little while, just until the meteor shower clears. We'll still make it to the alien's home planet after a few short hours. Until then, we need to rest. We are still just kids after all."

SP/dr looked up at Peni and gave a smile of his own nodding his head.


Shortly after parking the ships, making camp, and fixing up some of the damages from the shower, everyone gathered around a campfire, watching and listening to Nick as he told an ominous story.

"So then, these three filmmakers find all these sticks in the trees shaped like stick people. And the girl filmmaker starts crying and her nose starts dripping, and they don't have any tissue at all."

"None?" Carl asked quietly shaking.

"None." Nick whispered back. "So then, they start to hear really scary noises and voices coming from outside. So they leave the tent."

"DON'T LEAVE THE TENT! DON'T LEAVE THE TENT!" Carl screamed.

"Oh, yeah, Carl. They leave the tent," Nick continued, "And they follow the voices, when from out of the darkness comes the…"

All of a sudden, one of the other kids, Wendel, popped out of nowhere making loud, blubbering noises making most of the kids screaming. Nick jumped off his bag and laughed.

"Man, that was so choice! You should have seen your faces!"

"Okay, you had your fun," Peni scoffed while unwrapping her sleeping bag. She then pulled it across the field and set it up close to the mech suit. She laid down on it and sighed. She enjoyed the stars above with SP/dr, who eventually leaped up onto the suit to sleep in the cockpit seat. She too closed her eyes and attempted to rest.

A few minutes later, though, Peni opened her eyes when she heard a set of footprints heading in her direction. She sat up and looked, only to growl shortly upon seeing Nick approach her.

"What do you want, Nick?" Peni asked.

"Eh, things were getting too real over at the camp." Nick said, jerking a thumb behind him. "Suddenly everyone started talking about what their folks did for them every night before they went to bed. Sheesh. You should have heard Carl."

Peni smiled a little. "That sounds nice. On most nights, my dad would give me surprise science questions to keep my mind sharp. He always claimed that his favorite kind of questions are engineering-based, but we both know that his favorite was physics."

"Yeah, whatever." Nick said dismissively. He then sat down beside Peni, making her drop her smile as he himself grinned charmingly. "You know, we don't get to spend a lot of time together."

"Just the way I like it." Peni groaned. "Now, if you don't mind, I'm trying to sleep. We've got a big day tomorrow saving our family, and we need our energy."

"You got nothing to worry about, Pen." Nick said in a bragging tone. "I know you have your big bug-bot and your bond with your eight-legged pal and all, but in the end, you'll be glad to have me there to back you up."

"Ugh, this again." Peni sighed. "Nick, this isn't the time nor the place for what you call 'flirting'. And stop calling me Pen."

"Oh, don't be like that." Nick said. He tried to wrap his arm around her, but she slapped it out of the way.

"Will you cut it out?!" Peni cried out standing up from her bag. "It's never going to work on me, so all you're doing is making a baka out of yourself!"

"A what?" Nick asked.

"Exactly." Peni said.

"Alright, I just don't get it! What's your problem, Peni?" Nick asked, a bit upset as he stood up too. "How come you're not attracted to me? Every other girl in town our age that likes guys wants to be with me, but for some reason, you're the only one that doesn't! I even offered you the chance to ride a ride with me at Retroland and you still said 'no'! Why?! I mean, if you really don't like guys or romance or something like that, it's all cool! I'll stop! I'm not that pushy! But you've never given any hint of that, so I figure you do like guys, but yet you still avoid me like the plague! What, did I insult you or something and I had no idea? If so, I'm sorry, but just explain it to me already 'cause this has never happened to me before and it doesn't make sense!"

Peni was silent for a second before turning to him, a hard glare on her face. "You really want to know?"

Nick nodded.

"Fine. You're right. I do like boys, and I do find you attractive, Nick. That, I won't deny. What puts me off, though, is your lack of effort! You never try at anything—homework, reading books, chores I bet—and you obviously think that this cool bad boy act of yours is going to help get you through life!"

"So? I am a cool bad boy." Nick said gesturing to himself.

"That doesn't give you the right to just waltz through life without even trying anything!" Peni argued. "The other day, you couldn't even bother to participate in show-and-tell! All you had to do was present something personal of yours to the class. No one would've judged you for it. It might have even made me like you a bit since you were willing to share it with others.

"That's it?" Nick asked. "One missing show-and-tell, and I'm not good enough for you?"

Peni slapped her face and started pacing in agitation. "You're not listening! I would find you dateable if you actually put effort into yourself! Instead, you focus entirely on convenient naps, skateboarding, and putting unseemly amounts of gel in your hair! Not to mention hitting on every girl you see, which obviously makes me question your intentions for me! And the worst part? You're unable to think anything through! Our parent's lives are on the line, but you honestly think that we're going to defeat an advanced alien race just because 'Nick Dean' is fighting them? Omottayori bakadane! It's that kind of irresponsible thinking that repels me!" She stopped and breathed heavily a bit before speaking again. "You may act cool, but sooner or later, you'll find yourself in a place where that's not gonna be enough. Then, we'll see how cool you really are." She then turned from him again.

Nick stared for a moment in total silence before he too sighed and turned around. "Whatever," he said softly before walking away, only stopping and turning once to look at her back before he headed back to the camp.

Once he was gone, Peni heard a soft chitter. She turned to the mech and saw SP/dr peeking out and looking at her concernedly. It seemed the argument had woken him up and he had heard the whole thing. He chittered again.

Peni let out a deep breath. "Maybe it was a bit harsh, but it had to be said, SP/dr. I doubt anyone else would have said it to him." She sighed again as she got into her sleeping bag. "I can only hope it manages to sink in somehow."


Quentin Beck stayed silent and still until he was absolutely sure everyone was fast asleep in their bags. After a long wait, he finally stood up from his bag and looked around. Sure enough, every other kid was sleeping soundly, giving him a chance to sneak away.

Carefully tiptoeing over his peers, Quentin headed straight for Jimmy's rocket. He thought it was all over for him when Sheen reached his hand out for his ankle, but he was relieved when it turned out Sheen was just reaching for his Ultra Lord figure. He then turned away from Quentin, muttering something in his sleep about a planet called Xeenu and a monkey named Nesmith and how they had to save the Emperor. With a silent sigh, Quentin proceeded until he finally reached the rocket.

Once there, Quentin looked around to make double-sure nobody was watching. He then climbed into Jimmy's rocket and sat in his seat. He pulled out the transmitter attached to the radio and adjusted the settings on it.

"Let's see. What was that radio frequency again?" Quentin asked quietly, trying to remember the numbers he memorized. He muttered to himself before he heard a high nasally voice coming from the radio.

"Hello? Hello? Who is this? Who's calling? Speak up and speak quickly, please! We are very busy at the moment!"

Quentin was shocked to actually be speaking to an alien before he smiled and replied in a friendly sounding tone, "Um, hi. This is Quentin. Quentin Beck. Who is this?"

"Ah! Well, Quentin Quentin Beck, this is Ooblar! Beloved brother of, and equally revered high royal assistant to, his Majesty King Goobot V, monarch and sovereign ruler and overlord of Planet Yolkus and the Yolkian Empire!"

Quentin was struck at the proclamation, but his face grew into a smirk. "Oh, assistant to the king, huh? Well, Mr. Ooblar, I would like to speak with your king, if you don't mind. It's about a matter of great importance."

"Really? Hmm. Well, he is rather busy at the moment, what with the ceremony happening tomorrow and all, but if what you have to say is truly important, I will endeavor to fetch him immediately!"

The line went quiet for a moment until he heard Ooblar coming back and heard another voice, a more deeper and annoyed sounding one.

"This had better be good, Ooblar. I was up to my shell in nitwits discussing table placement decisions for the royal feast after the sacrifice tomorrow!"

"Oh, I believe it is, brother. A Quentin Quentin Beck managed to find our difficult to find frequency, and says he has some matter of great importance to discuss."

"Indeed? Well, alright, I suppose I can entertain this whoever he is for a moment or two. Ooblar, you go take care of the thing I was doing. After all, it takes a nitwit to deal with nitwits."

"Oh yes, sire! Of course, sire! It will be done, sire! I can assure you that I take to this task with the greatest of—"

"OH, SWEET POULTRA'S BEAK, GET OUT ALREADY!" A clang and a shout sounded before the voice whom Quentin assumed to be King Goobot sighed deeply. "My apologies for having to listen to my brother yammer. He was dropped on his shell as a little eggling and they never fully could put him back together again. I wouldn't blame you if you gouged out whatever audial receptors you have."

"It's fine," Quentin said. "Trust me. With the people I'm always around, I'm used to it. So you are King Goobot, I take it?"

"Indeed. And you must be Quentin Quentin Beck."

"Only one Quentin is fine."

"Yes, yes, yes. Now you told Ooblar that you had a message of vital importance to tell me?"

Quentin's face split into a sinister smile. "Oh, trust me, Your Highness. I've got something really important to tell you. One I think you'll be very thankful to hear."