[whistles]
* Some say I'm just a kid *
* But I stand tall like a pyramid *
* One day I'll be mythic *
* Read about it in hieroglyphics *
* Ah-ee-ah-ah-oh *
* It's written in the stars, I'm who I'm gonna be *
* I'm takin' on the world this time *
* It's written in the stars of all that I can be *
* I feel the power in my heart *
* It's written in the stars *
[Dr. Queed] Hmm, the Uta tablet!
Mysterious relic or puzzling artifact?
It's both! They mean the same thing!
Whose informative presentation is this, anyway?
So far, no one's.
[groaning, clearing throat]
The Uta is just as powerful as the Ata, which is
very a lot powerful!
But it is its diametric opposite!
Spooky!
How is that spooky?
I can't work under these conditions!
[scoffing] Brian, finish it. Everything's so boring...
- [Dr. Queed babbling] - Um, okay.
The main thing is we don't know what activates the Uta.
So Octavian has one tablet and we have the other,
and no one can use them.
We are stuck.
- But! - [all gasp]
While we were working on that,
we came up with a smarty-smart!
Behold!
- Smarty? - Is that popcorn?
Kinda looks like popcorn.
I like popcorn, Mom.
No popcorn before lunch, Eyeball.
Also, you don't eat.
No, it's not popcorn.
It's a device that can stop Octavian!
- What? - [Mihos chittering]
It will modify your visplication ability!
The energy-sucking thing?
Yes! To allow you to drain Octavian's life energy.
He's immortal, so nothing can destroy him.
- [Octavian screaming] - [energy booming]
[bird cooing]
- [poop splatting] - Bum-bum-bum!
Well, it isn't what we hoped for,
but this is excellent work, you two.
Say it with me!
[all] Uncanny scientific brilliance!
I have no idea what's--
- [alarm blaring] - [Zaid gasping]
Wait, why is the asteroid shield shutting down?
[shield whirring]
[Akila, gasping] Those are Xerx ships!
[blaster fire thundering]
[ships whooshing]
What happened to all the defenses?
Even without the shield there should be patrol vessels!
We have to do something! Who's in charge?
[Khensu] Let's see, in the absence of the Council,
the seven most senior Academy professors form--
Ugh, never mind!
[Callie yelping]
Callie, get the Backup Asteroid Protection System switched on!
- Why should I listen to you-- - Just do it!
[Zaid gasps]
[Callie gasps]
[blaster fire thundering]
Akila and Brian, take the kids
and hide the Uta tablet somewhere safe.
Huh, "the kids?"
Mihos and Eyeball!
I'm a big boy!
Khensu and Queed, get everyone
prepped for Protocol Seven-B!
Right!
Uh, which one is--
Operation Happy Birthday!
Ooh, that's a good one!
- [explosions booming] - Come on!
Whoa!
- [Zaid] What are we gonna do? - I don't know, I'm wingin' it!
- [people screaming] - [blaster fire thundering]
[Cleo ululating]
[computer beeping]
There are too many of them! [yelping] Whoa!
[Zaid] What are you doing, what are you doing, what are you doing?
[Cleo yelps]
[Yosira grunting]
[Yosira yelps]
[Cleo] Are you okay?
She shut down the defenses.
She let Octavian's forces in!
Who did?
- [shots fire] - [Cleo and Zaid grunt]
I did.
Khepra!
I'm sorry, Cleo, I really am.
But if you move, I promise I will blast you.
Don't!
I can't believe I trusted you!
[Cleo] You betrayed us all!
Believe me, I had no choice.
I have them, send backup.
They are on their way.
For years, all our projections showed
we would lose this war with Octavian.
We hoped your arrival would change that, Cleopatra,
but it only got worse.
Our research shows that the fighting
would cost millions of lives,
and in the end we would still lose.
That's no reason to give up!
It is, actually.
When I couldn't convince Yosira and the Council to surrender,
I realized the only way to save those millions of lives
was to help Octavian win.
[chuckling] Wait. You betrayed us all and you think you're the good guy?
I don't need you to like it,
I need you to stop moving closer to that plasma staff!
[Cleo yelps]
- [whispering] Go! - Yosira!
No!
- [both grunt] - [Cleo whistles]
[both grunt]
Yosira...
She's okay, that quaser was set on "daze."
So, where are we going?
Well, apparently we can't trust anyone.
We're going to a place I know where we can hide.
[Octavian laughing]
Good evening!
I have excellent news.
The war is over!
Congratulations, you came in second.
Ooh, silver medal!
The planet Mayet and the entire PYRAMID organization
are now under my control.
The High Council will be imprisoned at once,
including you, Administrant Khepra!
I never expected loyalty from you.
You know I detest you.
- [Octavian laughing] - [snaps fingers]
- [laughing intensifies] - [cats meow, yowl]
[Octavian] Doesn't anyone want to say,
"You won't get away with this, Octavian," before you go?
No? Anyone?
It's not gonna be so bad!
I was Prime Minister of Italy for a while
in the 24th century and I did a pretty good job.
Now all that's left to complete my victory
is for the Xerxes to bring me Cleopatra and the Uta tablet.
They are searching even as we speak.
- [ships whooshing] - [footsteps clanking]
[Xerx] Cleopatra, come out.
We are searching for you.
Cleopatra, come out and no portion of you
essential to continued functioning will be destroyed.
Cleopatra, come out and you will be given candy.
We are not lying.
[Akila and Brian grunting]
- Come on! - Get in there!
Shove him in!
I'm a big boy!
Shh, the Xerxes are coming!
Eyeball, can you lead them away?
Easy-peasy!
Hi, guys!
Nothing in there!
Your demeanor is unconventional for a Xerx.
I, uh, I'm a new model!
New model?
What upgrades do you possess?
I have...
a drink holder!
[interface whirring]
Your claim has been verified.
Carry on.
[interface beeping]
[door whooshing]
[Callie] So what are we waiting for, anyway?
The signal from Cleo.
Ugh, why is she in charge?
Because when no one else was doing anything,
she did something.
It's true, she's a natural leader!
Oh, another thing that's true is that
if you smell something [grunting] it wasn't me.
- [Khensu gagging] - Ew, gross!
It's probably ghost poots.
[imitating ghost] Woo-ooo-ooo!
[Dr. Queed passes gas]
[Cleo yelps]
Those guys at the Academy can't stay hidden forever.
Yeah, you have to suck out
Octavian's life force and freeze him,
but first we gotta find him.
No problem, he's got an ego the size of a planet!
He'll be setting up a throne, and I think I know where.
Emperor Octavian.
The Xerxes have not yet located the Uta tablet,
but they are in pursuit of Cleopatra on her Sphinx Bike.
Here are her belongings from her room, as you requested.
Excellent!
Now bring me Cleo and the Uta and maybe...
I'll let you live.
[gulping] Thank you, Emperor.
Out. Everyone, get out!
Uh-huh. [grunting]
- [balloon squeaking] - What?
What is this?
Man, [scoffing] there's a lot of junk in here!
Why does she have like seven pairs of the same shoes?
Huh?
[Octavian gasps]
She...
she kept it.
She kept it...
all this time.
I haven't seen this slingshot in 30,000 years!
- What? - [wristlet whirring]
- [slingshot springs] - [Octavian yelps]
[Cleo gasps]
[slingshot springing]
[Gozi yelping]
[Cleo gasping]
Gozi?
Hello, Cleo.
Surprised?
I know I look a wee bit different now.
What? How can you be Gozi?
Let's have a five-minute truce
so I can give you the old FAQ.
After you disappeared from that tomb
- 30,000 years ago-- - No no no no no no no no!
[Cleo screaming]
The sword I was holding came to life.
It was the Sword of Kebechet.
Its power flowed through me.
[Gozi groaning]
Changed me.
It made me immortal and powerful, but...[sighing]
it also made me as handsome as I am now.
They sent soldiers to look for you.
They thought I was a monster!
I suppose they were right.
I fled Egypt, but before long,
my new power drew the attention
- of some alien pirates, - [energy whooshing]
who offered me,[chuckling]
let's call it an unpaid internship.
For years, I was their slave,
their warrior,
their muscle.
But I outlived them all,
and eventually I became a pirate king!
[Octavian slurping]
For many centuries I wandered the galaxy,
and in that time, I discovered one great truth:
People are idiots!
Seriously, like twice a week I see someone
wearing their pants below their butts! Unbelievable!
Anyway, letting people rule themselves leads to disaster.
The only way to end suffering in the galaxy
is to conquer it.
Separate the morons from the power.
Join me, Cleo!
I'm still the old Gozi you knew back in Egypt.
I've always...
I want us to work together
to make the galaxy a better place.
Why should people be free when they can be safe?
Help me make them safe.
Activate the Ata tablet, it's the only sensible choice!
[tablet whirring]
[wristlet whirring]
Do you really not understand why we fight you, Gozi?
I don't!
I offer you peace and safety!
We fight because there are some things
we value more than our lives,
and one of those things is freedom.
- I'm sorry. - [wristlet whirring]
[energy whooshing]
[Octavian groaning]
[wheezing] Cleo.
I'm...
your...
friend.
[energy whooshing]
Gozi!
Cleo, let's go!
[Octavian] After them!
[Octavian groaning] No!
Whoa!
[Zaid grunting]
Whoa, whoa!
Whu--!
Zaid!
Hang on!
[Zaid yelling]
[Zaid straining]
Whoa!
[winch whirring]
We have to get back to the Academy.
I've seen how they work these things, I think I can--
- [Xerx bike whirring] - Whoa, whoa!
[both straining]
- [Cleo grunts] - [wristlet beeps]
[wristlets beep]
- [Xerx crashing] - [Lakshmi] Hey, dummies!
You're dumb!
[Xerxes booming]
Charge!
- [Callie] Get 'em! - [Lakshmi] Hey!
[all yelling]
[shouting indistinctly]
[Dennis yells]
- [footsteps clanking] - Ah!
[creature roaring]
[Dr. Queed laughing maniacally]
- [Akila and Brian shouting] - [Eyeball] Pew pew pew pew pew!
[Cleo yelling]
[Cleo panting]
[students and professors chattering]
[boom, crackling]
[Cleo gasps]
Oh no!
- Everyone inside! - [group screaming]
[Cleo] Into the pyramids!
Get inside the pyramids now!
[computer beeping]
[Octavian, slurring] Watch as I destroy your precious Academy!
I'm sorry, what?
Did you get any of that?
- Not a word. - So confusing.
[Octavian, gasping] Get them, before they escape!
[Cleo, sighing] Okay, time to bail.
- [Akila] Huh? - [Khensu] What?
- Cleo, we can't-- - It's our only chance!
- Don't! - No!
[alarm beeping]
[computer beeping]
Uh, um, uh, Cleo, what are you doing?
There's only one way to outrun Octavian.
[Brian] A wormhole?
No no no no, no no no no no no, no no no no!
That, that's crazy, Cleo!
There's only a 4% chance we'll survive!
I like those odds!
[Brian] No, you don't!
[Octavian laughing]
No!
[Octavian growling]
Good luck, Cleo.
The wormhole has closed, Emperor.
There's no way to follow them.
It doesn't matter, the galaxy is mine.
There's nothing they can do.
Nothing!
- [pyramids whooshing] - [alarm blaring]
[all screaming]
- [all panting] - [alarm blaring]
[computer beeping]
Uh, what's the sitch?
Well, [panting] we're alive.
Thank you for that informative update.
Yeah, uh, the wormhole collapsed behind us,
so Octavian can't follow.
We're safe for now.
- Whoo! [chuckling] - [Mihos chittering]
But, uh, we traveled 63,000 light years.
Oh man, we don't have anywhere near
enough fuel to get back to Mayet!
We're stranded!
So, what are we going to do?
- You tell us. - Me?
I think we can all agree, you're in charge now, Cleo.
But I'm 15, I'm just a kid!
No, you're the leader of... what's left of PYRAMID.
You're the galaxy's only hope.
You're the Savior.
So, no pressure, then.
[Cleo sighing]
I had my home taken from me once,
when I was sent to the future.
I will not let Octavian take my new home.
I don't know how, but we will find a way back,
we will win back Mayet,
we will defeat Octavian and we will save the galaxy!
This I swear.
This I swear!
- Oh yeah! - Whoo-hoo!
- That's the way! - Yes!
[Dr. Queed] Cheering, cheering, cheer, cheer, cheer!
Also...
I totally have to pee!
[music playing]