Groaning, Peni Parker woke up with her face flat on the floor. She pushed herself up and felt wobbly as her vision slowly came back into focus. When she could finally see again, she found herself in her workshop in front of the SP/dr mech.

"Whoa. What happened?" she asked rubbing her aching head. "Did I… Did I fall asleep while working? I don't remember… Hold on." She remembered something. "Did I see a green light and… flying chickens in the sky? …No way. It must have been a crazy dream. It must have been if I ended up sleeping while working on my dad's…"

Suddenly, Peni gasped. She then looked at her watch to read the time.

1:30 pm

"AAAHHH! I OVERSLEPT! NANITE KOTODA! DAD'S GOING TO BE FURIOUS!"

At that moment, the uniquely intelligent spider that had bitten her regained his consciousness. He picked himself off of his back and woke up, feeling the same thing Peni had just felt. He then saw Peni, muttering frantically in Japanese as she gathered up all her stuff before rushing out of the shed at lightning speed.

As he watched this, the memories of last night came back. He remembered the crazy alien invasion! He didn't know if Peni remembered, but he was determined to find out. He knew he needed to get Peni's attention, but unfortunately, she was too fast and already too far away for him to follow with his eight little legs. Just then, an idea entered his mind. He looked back and saw the SP/dr mech, empty and waiting to be used.

If he were able, the spider would have grinned widely.

When Peni rushed back into the house, she stopped in the kitchen and faced the table. She immediately bowed her head shamefully with a panicked tone.

"I'M SO, SO SORRY! I DIDN'T MEAN TO STAY OUT ON A SCHOOL NIGHT! I JUST DRIFTED OFF TO SLEEP AND…"

Peni finally noticed the lack of angry or disappointed words from her father at the dining room table. She raised her head curiously. She then saw that the table was totally empty. No breakfast and no dad or aunt and uncle. Curiously, she looked around as she called out.

"DAD? UNCLE BEN? AUNT MAY?" No answer. "Huh. That's weird. Did they all go out and not even realize I hadn't gone to school?"

That's when she finally noticed a piece of paper on the fridge door. It was a note that she had never seen before pinned by a magnet. She pulled it off and read it to herself.

"Dear son/daughter. We have gone to Florida for an extended vacation. Love, your parents."

Peni pulled her attention away from the note and looked dumbfounded. "Okay, that's… even weirder. What's going on?"

Immediately, Peni went straight out the front door. Her eyes then fixed on a neighbor's house across the street.

"Where's Mr. Moore? He's usually taking in the fresh air this part of the day."

Peni headed into the street, still extremely confused. The whole block was largely quiet and she believed there was no one else around… until she felt a sudden tingling buzz in her head. She felt like she was aware of what was going on behind her, and that she had to move out of the way fast. Out of instinct, Peni jumped to the left and back onto the sidewalk, avoiding something gallivanting right by her. She then turned and got the craziest sight of her life; a black-and-white llama trotting down the street, and riding atop it like a surfboard was Carl Wheezer.

"SORRY, PENI!" Carl yelled before he cheered on his ride, leaving a dumbfounded Peni watching him as he rode off into the distance. "WEEEEEEE! LLAMA, LLAMA, LLAMA!"

Peni blinked once. Then twice. "... Someone please tell me I didn't just see that." Peni said in a low tone as a sweatdrop dripped down.

"AAAAAAAHHHH!"

Once again, Peni was startled. The sound of a girl screaming made her jump and look around. She then saw Cindy running up to her, waving her arms and screaming. She ran to meet her.

"Cindy? What's wrong?"

"MONSTER PLANT!" Cindy shouted before stopping in front of her, breathing heavily. "Someone put a giant plant on my front doorstep, and it tried to eat me and even break into my house to get at me! I had to sneak out my backyard to avoid it!" She then let out an angry growl. "I thought it was from Nick, but now that I think about it, this has NEUTRON written all over it! Oh, when I see him…!"

"Monster plant?" Peni asked. "Cindy, what's going on? Why are you here when school is …"

"Can't talk now, Peni." Cindy said. "Gotta scheme up a revenge plot against Neutron?"

"But I…" Peni didn't get a chance to say anything else before Cindy ran off. Peni let out a frustrated sigh as a tic mark appeared on her head. "Is everyone going nuts today?!"

Again, Peni felt a tingle, and she jumped out of the way as a result. This time, she looked and saw Jimmy Neutron riding on Goddard in scooter form, taking him downtown.

"Better watch your step, Parker!" Jimmy called out with a whoop and a laugh, riding away.

"Neutron?" Peni asked. "Okay, weird head tingles aside, I gotta find answers. And something tells me Jimmy's the only person who can give them to me."


The deeper Peni went into downtown Retroville, the more kids she passed. She took note that children around her age would be found everywhere, but there wasn't a single adult in sight.

Peni soon found Jimmy exiting the Candy Bar ice cream and sweet shop. He was laughing while wiping the pie off of his face with Goddard beside him.

"Man, that was a blast!" Jimmy stated. "Britney sure knows how to serve."

"Jimmy!" Peni called out getting his attention.

"Oh. Hey, Peni." Jimmy greeted as he finished wiping the pie off his face. "Sorry about nearly hitting you a little bit ago. But anyway, how are you enjoying your adult-free day? Must be pretty great, huh?"

"Adult-free?" Peni asked a bit concerned. "What on Earth are you talking about?"

"You don't know?" Jimmy asked. "Goddard, show her the adult radar."

The robot dog barked before revealing a radar screen with a map of Retroville. The scanning line circled around, but there were no blips.

"As you can see, there are no adults anywhere within radar," Jimmy said happily. "As a result, everyone's enjoying their time of freedom from parents and their rules and regulations."

"Chottomatte." Peni said in Japanese. "You mean to tell me that every adult in Retroville just disappeared overnight? Where would they go?"

"Florida." Jimmy answered with a shrug. "At least, that's what my parents said in their note."

Peni looked at Jimmy curiously. "Wait. You mean to tell me that your parents suddenly left a note saying they were going to Florida too? That's the same thing that happened to me. Don't you find that way too weird of a coincidence?"

"Well, I do admit I'm rather perplexed too." Jimmy said before shrugging again. "But I figure I might as well make the most of it. Besides, if they are on a vacation, they'll be back, right?"

"It said 'extended', meaning we don't know when they'll be back, if these notes are even genuine!" Peni exclaimed.

Peni then heard two boys laughing. Looking at the door to the Candy Bar, she saw Carl and Sheen coming out, wiping pies off their faces too. Sheen was wearing an Ultra Lord mask.

"Boy, this is the best day ever!" Sheen cheered.

"Yeah!" Carl agreed. He then spotted Peni. "Oh, hi again, Peni. Hey, isn't this great? Our wish came true!"

"Wish? What wish?" Peni asked.

"Well, last night, we went to the super totally awesome opening night of the Retroland theme park, and…" Sheen began.

"Wait. How did you guys get to go to Retroland on a school night?" Peni inquired. "MY dad wouldn't let me."

"I might have repaired my Shrink Ray, used it on myself, then used it to help Carl and Sheen escape the confines of their domiciles." Jimmy said proudly. "You can tell Cindy it works just fine now…"

"Anyway," Sheen continued, "We had a blast! We rode so many rides we couldn't barf anymore, and…" He sighed with reverence as he touched his mask. "I got to meet the real actual Ultra Lord, and he gifted me this ultra mask, tasking me with defending the galaxy!" He missed the others looking at him oddly for thinking that. "Oh, and Nick was looking for you, by the way. Said something about saving you a ride on the Eye in the Sky sky tram or something."

"Of course, he did." Peni thought to herself.

"So after we finished possibly the best night of our lives, Carl saw a shooting star in the sky. Weirdly enough, I heard a chicken clucking, but eh. So then we discussed what to wish for, and Jimmy suggested no more parents so we could do whatever we wanted! And lo and behold, our wish came true!"

"It proves magic is real!" Carl cheered.

"I normally wouldn't put much stock in the old legend of wishing on a comet, but the effects do seem to have suspiciously bared fruit." Jimmy agreed.

Peni stared at the group as they celebrated. "Boys, let me ask you this: did you two also get weird letters from your parents telling you they were going to Florida?"

"Maybe." Carl said.

"Oh, yeah." Sheen nodded.

Peni then clutched her hair and let out a frustrated scream that made the guys step back in surprise. "Ōgoe de naitakara! How is no one even questioning this?! Last night, every adult in Retroville vanishes, leaving behind letters saying they're going to Florida, essentially leaving their kids behind to fend for themselves… and no one is wondering why?!"

"Alright, I will concede this is a slightly bizarre situation…" Jimmy agreed before getting cut off by Sheen.

"Loosen up, will ya? You know what they say about looking at a present pony on the lips."

"I think it was a giving llama." Carl said.

"Everything is llamas with you." Sheen said.

"Boys, focus!" Peni shouted. "Something is clearly wrong! If you would stop to think for a minute beyond your freedom-addled minds, you'd realize that there's no possible way that all of our parents suddenly decided to leave the state without us in the middle of the night! Do you even know the possibility of that happening?"

"... I admit, the odds are quite astronomical," Jimmy said, tapping his chin and pondering on what Peni said.

"Then, there's the letter." Peni said pulling out the letter she was given. "There's no way that's my dad's handwriting. He doesn't even say my name. Not to mention, there's no mention of my Aunt May and Uncle Ben. It just says 'parents'."

"W-What are you saying, Peni?" Carl asked a little timidly.

"I don't think our parents chose to leave." Peni said. "I think they disappeared, and something—or someone—left us these generic letters to cover their tracks."

"You're saying they were all kidnapped?" Jimmy asked in shock. "That doesn't make any sense! Who would do that? And for that matter, how could they possibly manage to abduct all of the adults within a town Retroville's size all at once without us even noticing?"

Peni paused and seemed to consider something. "Well, last night, I thought I had a crazy dream and I thought it was nothing, but now with this, as well as the fact Sheen mentioned he'd heard a chicken clucking when you saw that shooting star, I'm thinking…"

"Uh, Jimmy," Sheen said tapping Jimmy on his shoulder, "Did you build a giant robot recently?"

"I'm still working on my Jimmybot." Jimmy said. "What's that got to do with…"

Sheen grabbed Jimmy's head and turned it to where he was facing. Carl and Peni looked the same way. They were shocked to see a red-and-blue robot swinging past the buildings until it hovered right over them. It stopped swinging and fell, landing on the ground in front of them. The shake from the impact knocked the four of them onto the ground.

Peni looked back up to get a better look at the robot that had dropped in on them and gasped at it. "That's my dad's SP/dr mech!" she exclaimed, seeing the suit look down at them with its red, digital face on the dome screen. Strangely, it was smiling.

"WHOA!" Sheen yelled out in excitement. "Peni, I didn't know your dad was working on a giant robot butler!"

"He wasn't!" Peni said. "That's a mechanical exosuit! It shouldn't be walking on its own! Someone must be controlling it from the inside!"

The mech held out its mechanical hand and lowered it to grab Peni, but she rolled out of the way and returned to her feet with the boys. They then ran past the mech's legs as fast as they could.

"So why are they after us?!" Carl asked loudly.

"I don't know!" Peni shouted. "Whoever it is, we've got to lose them! Quickly!"

Peni proved to have spoken too soon. The SP/dr mech's legs proved to be in top shape when it leaped over them and landed back down in front of them stopping them in their tracks.

"Um, I don't think it wants to lose us." Sheen said.

"I've got it!" Jimmy said brainstorming an idea. He then called out, "Britney! We would like ten of everything!"

The doors of the Candy Bar were kicked open and a blonde classmate with braids of theirs came out with two arms full of pies. More kids came out behind her with the same thing.

"Here are pies on you!" Britney yelled throwing all of her pies along with the other kids.

Jimmy, Peni, Carl, and Sheen all ducked when the pies came flying at them. Instead, the pies hit the SP/dr mech. It fell on its back covered in pie cream.

"Haha! More like pies on them." Jimmy said.

"That won't keep them down for long." Peni said. "We've got to remove whichever crazy kid decided to take the suit out for a joyride."

"How do you know it's a kid in there?" Sheen asked.

"There are no adults in Retroville, Sheen!" Peni answered annoyed.

"Oh, yeah."

Peni turned back to the fallen suit and searched the chest area until she found a black button. She pressed it and the dome opened up. She picked herself up to confront the pilot.

"All right, you jerk! Fun's over! The suit is not a…"

Peni stopped gaping in surprise at the empty seat inside. There was no human kid anywhere in sight. Confused, Peni jumped off the suit and returned to the boys.

"The suit's empty!" Peni informed. "There's no one piloting it!"

"What? That's impossible!" Jimmy exclaimed.

"Maybe you left it on autopilot." Sheen suggested.

"It doesn't have autopilot, Sheen."

"Well, excuse me for trying to help!"

"Could it possibly have been hacked remotely?" Jimmy asked.

"My dad made it so no one could hack it! The only way to work it is to be inside of the suit!"

At that moment, the kids heard the machine move. They turned seeing the SP/dr mech pick itself up, close its dome, and wipe off the cream off of itself.

"Um, hey, here's an idea… EVERYONE RUN FOR YOUR LIVES!" Carl screamed in hysteria, making sure all the surrounding kids heard him. Once they finally turned away from their distracting fun time, they finally gasped upon seeing the giant scary-looking suit and ran around screaming. In the chaos, Jimmy, Peni, Sheen, and Carl ran deeper downtown. The suit then leapt up and began to follow the kids again.

"This isn't right!" Peni said trying to keep up her breath. "There's gotta be someone controlling the suit! This day's just full of impossible things!"

"Focus, Peni!" Jimmy called out. "You know that thing better than the rest of us! Do you know any weaknesses?"

Peni thought for a second before remembering. "Eureka! The user interface system!"

"I don't wanna get into its face!" Carl yelled fearfully.

"No, Carl! She said the user interface system!" Jimmy exclaimed. "It's the point of communication between a human and their machine! What about it, Peni?"

"It's got a glitch that we're still working around! No single mind can use the suit to its fullest capabilities! We just have to wear it down until whoever's controlling the suit gets exhausted!"

"I see!" Jimmy said. "In that case, we have to let that thing chase us!"

Carl looked back and saw the SP/dr mech running down the street after them and gaining. "I don't think that'll be a problem!"

"Goddard, transport mode! Auto-bike!" Jimmy ordered.

Goddard then changed himself to look like a bike with small jets where the pedals would be. Jimmy jumped on his back along with Peni while Carl grabbed Goddard's tail and Sheen grabbed Carl by his waist. Carrying all four of them, Goddard zoomed down the street just as the SP/dr mech was about to grab them.

"Don't let go, Carl!" Sheen shouted.

"Don't make me lose my pants!" Carl returend

"Don't lose the suit just yet, boy." Jimmy said to his robot. "We still need to wear them down!"

"In order to do that, we have to bring them someplace that's chaotic and everyone will have to stay on their toes!" Peni said. "Any ideas?"

"I think I have an idea!" Jimmy answered.


Goddard kept up the chase making sure the SP/dr mech was still after them. He stopped once he reached the front of the Retroville Mall where the kids all got off and ran inside.

Inside the mall, Quentin Beck proudly approached the front door with his hands full of magic kits he eagerly cherished.

"HA! This is what I've been waiting for! I never had enough allowance to purchase these advanced magic tricks by myself, but now, there's nothing stopping me from taking them! With these, everyone will be amazed by the power of Mysteri—OH!"

Quentin was cut off by Jimmy, Peni, Carl, and Sheen when they ran into the mall and bumped into him, making him spin around. He collapsed on the ground dizzily, dropping his boxes around him.

"SORRY, QUENTIN!" Jimmy shouted.

"Why I oughta…" Quentin growled before he noticed the SP/dr mech running into the mall. He yelped and jumped out of the way, but the suit stepped on all his magic kits. He dropped his jaw as he felt his heart stop.

"Quick! Up the escalator!" Jimmy shouted running up the escalator with the others.

Once they reached the top, they saw that the SP/dr mech was doing the same thing. Immediately, they headed to the other escalator, going down and ran past a kid who was trying to run up the same escalator. The SP/dr mech jumped off the escalator it was currently at and fired a web line at the ground they were at. They continued running as it swung its way down. The kid running up the escalator was so baffled by what he just saw, he tripped and rode the escalator back to the ground floor.

The SP/dr's appearance scared many of the kids who saw it, but it didn't seem to care. It just kept looking for the kids it was after. That's when it stopped when it heard their cries heading towards it. It turned and saw the kids pushing shopping carts toward it. The carts knocked it down and it once more fell on its back. The quartet then made a getaway.

Unfortunately, the SP/dr recovered and shot another webline to get off the carts. It looked back at the kids it was after and saw them heading into the sporting goods store. The mech swung over to follow and entered the store where it soon lost sight of them. It looked around, carefully stepping in when suddenly, it was hit by a baseball. It turned with a confused screen to see the kids removing themselves from behind a baseball pitching machine which they used to shoot a series of baseballs at it.

"Eat baseball, you mech-stealer!" Peni shouted.

The baseballs pushed the SP/dr mech further back out of the store. It attempted to swat them away, a dizzy face appearing. It was pushed back to the railing on the balcony and fell a full story down. The kids looked over and saw the suit slowly pick itself back up only to fall back down faster.

"I think we wore it down." Peni said.

"Wow. Who would've thought sports would save our lives." Sheen said.

"Technically, it was a little tinkering I did with the pitching machine." Jimmy said patting on the machine. "All in a day's work for a genius."

Suddenly, the pitching machine started to sparkle with electricity and fired more baseballs. They were launched high into the air and hit a sign above a shoe store which Cindy and Libby were just coming out of. The large and heavy sign fell off the wall and surprised the girls as it nearly hit them. They dodged, but the whole balcony suddenly fell apart and they were left hanging on tightly on the barely stable rail.

"HELP!" Libby shouted.

"GET US DOWN!" Cindy yelled. "PREFERABLY SAFELY!"

"Cindy! Libby!" Peni gasped. The other kids all around screamed and pointed at the horror unfolding in front of them.

The SP/dr mech looked up and spotted the two girls hanging on for their lives. A shocked look appeared on the dome. As if acting on instinct and fighting its exhaustion, the suit suddenly forced itself back up and ran forward.

Everyone watched as it shot a webline and swung over to the girls. They lost their grip and fell off screaming, but they were immediately saved by the mech catching them in midair. It returned safely to the ground where it released the girls before the screen went blank and it fell onto its back.

Peni ran back down with Jimmy, Sheen, and Carl behind her. "Cindy, Libby, are you all right?"

"I… I think so." Cindy said panting heavily. "I have never been that terrified in my entire life! I kinda wish that…" She paused. "I kinda wish my mom were here. She would probably hold me, hug me and likely sue the mall for shoddy building practices and for nearly letting me be killed. I only hope this mall has angry robot insurance."

"What the heck is this thing?" Libby asked pointing at the robot.

"Um, you remember that project I told you about, the one my dad and I were working on?" Peni asked to a then surprised Cindy and Libby.

"Whoa! Hold up!" Cindy said. "That's the SP/dr suit?"

"Yeah. It was really cool… when it wasn't chasing us all over town." Sheen said.

"We thought this thing was dangerous." Peni said. "But it just used its last bit of energy to save you two from certain doom."

"But if you're not in the driver's seat, then who's workin' it?" Libby asked.

"That's the weirdest part." Peni said. She pressed a button on the suit again and the dome opened. "There's no one inside."

"What? You're pulling our legs." Cindy said.

"No, she's actually right." Jimmy said. "We checked, and it was completely empty. Nothing alive in there at all."

"Uh, Jimmy…" Carl said as he looked inside the cockpit. "That's not exactly true."

Curious, everyone followed Carl and looked inside. Peni reached her head down and noticed something spread out on its floor. She gently used her fingers to reach in and scoop up a spider. It was the SAME spider that had bit her on the hand in her shed the night before. She held him up for everyone to see. He was spread across her hand with tired eyes and weak legs.

"Is that a spider?" Cindy asked.

"Was it controlling the suit?" Sheen asked.

"That's impossible." Jimmy said. "It's a simple arachnid. It can't operate heavy machinery, let alone use it to chase us around town."

"Well, clearly, that's not the case here." Cindy said. "Oh, and now that that insanity is over, DID YOU PUT A MEAT-EATING PLANT ON MY STEP, NEUTRON?!"

Just then, the spider woke up weakly and began chittering. Peni gasped softly and leaned in curiously at him. Once it stopped, she stared in awe and bewilderment.

"He wasn't after us." Peni said. "He was just trying to talk to me."

"What?" Jimmy asked. "How do you know?"

Peni held the spider up. "He told me."

"Uh… What?" Carl asked.

"The spider told you?" Cindy asked quirking an eyebrow.

"Maybe she got hit with one of those baseballs." Sheen whispered not very quietly.

"I know it sounds nuts," Peni said, "But it feels as though I know how he feels and his intentions. Clearly, this is no ordinary spider."

"Well, considering the craziness of today, perhaps there is some possibility. I suppose there's only one way to see what's going on." Jimmy said, sounding unsure yet intrigued. "But it's going to involve taking you somewhere I don't normally allow those of the female gender to enter."


Peni soon sat in a chair while looking at the large room she was in with numerous computers and screens around. After the whole affair at the mall, Jimmy took Peni, Carl, and Sheen to his backyard and to a clubhouse which had his own laboratory underneath. Due to its size, they had left the SP/dr suit just outside.

"So this is your lab, huh?" Peni asked Jimmy, who was working on a pair of identical helmets.

"Why, yes, it is." Jimmy said proudly. "Better savor it. I'm only letting you in here to study how it is you can understand that spider in your hand."

Peni pouted at that, but also looked down at her hand to see the spider, which was now largely awake and looking around in awe at the room.

"So how come Cindy and Libby aren't with us again?" Carl asked. "They're Peni's friends.

"Carl, they'd only just get in the way," Jimmy scoffed. "Besides, after that incident with the SP/dr suit today, everyone's scared and starting to miss their parents. Not only that, they're all starting to realize that… maybe we do need our parents for some things." He and his friends all looked sad and Peni felt sorry for them since they were no doubt missing their parents too. The spider let out a tiny sad sounding squeak. "Anyway, chaos is starting to run rampant, particularly with the younger children, and Cindy and Libby volunteered to help out in any way they could. They're also gathering some of the other older kids to help too." He put the finishing touches on the helmets and held them up. "There. Done. Now let's put these brain scanners to work."

"And you're sure they'll work?" Peni asked nervously.

"It's just a scan over you and the spider." Jimmy said. He put one of the helmets on Peni's head while she gently held the other one over the spider.

Jimmy then headed over to a nearby terminal and pressed a few buttons allowing the helmets to glow. A minute later, they dimmed and Jimmy read the data on the screen.

"Pukin' Pluto!" Jimmy gasped. "Peni, I don't know how to say this, but it looks like you're psychically linked to that spider."

"What?" Peni gasped, removing her hand from the helmet and looking at the spider, which was also in shock at the news. "How is that possible?"

"I'm not sure exactly," Jimmy said, "But according to these scans, you and the spider share a unique form of radiation that connects to you on a mental level."

"Cool!" Sheen exclaimed. "It's like with She-Web Woman that Ultra Lord allied with in episode 262!"

"But why are we both linked?" Peni asked.

"It's possible the spider was irradiated at one point before infecting you in some way." Jimmy said rubbing his chin. "Tell me, did anything bite you at any time?"

Peni gasped before looking at her hand. She finally noticed the red mark where she felt a painful sting.

"That was real?" Peni asked in shock. "I thought was just part of a dream. But if that really happened, then… Those chickens…"

"What chickens?" Jimmy asked.

"What I was trying to say before all that craziness happened! Last night, I remember seeing something incredibly bizarre!" Peni exclaimed. "I saw a bright, green light coming from outside, and when I looked, I saw large, metal chickens flying over the neighborhood! As I said, I thought it was just a dream, but…"

That was then the spider turned around to face Peni and chittered wildly. She stared at him listening in confusion.

"What was that?" Peni asked. "The… The chickens were real? And they took our parents?

"What?!" Jimmy gasped.

"All of our parents?!" Sheen gasped.

"Uh, Jimmy." Carl called out from the other side of the lab. Everyone headed over to him seeing him sitting at the chair in front of Jimmy's computer, which was flashing red with the word "ALERT". "I didn't do anything! It was like that when I got here!"

"Let me take a look." Jimmy said turning his computer on and examining.

"Jimmy, what is it?" Peni asked anxiously.

"It's my long-range space scanner. It detected something. Filtering out background radiation and… there it is!"

The kids all stared at what Jimmy's computers detected. They gasped in horror seeing what it really was that came down to Retroville and abducted the adults.

"Guys…" Carl said shakingly, "What does this mean?"

"Something very bad, it looks like." Peni said.

"Jumping Jupiter!" Jimmy exclaimed. "The Earth's been visited by ALIENS!"