Characters | - Baron Klaus Wulfenbach
- Krosp
- Othar Tryggvassen, Gentleman Adventurer
- Agatha Heterodyne
- Agatha
- Agatha, Gil
- Agatha, Krosp
- Agatha, Othar
- Othar, Agatha
- Battle Clank, Boris Dolokhov, Klaus Wulfenbach, Adiohead, Von Pinn, Jäger, Lackya
- Jägermonster, General Zog, airman , Boris Dolokhov, Baron Klaus Wulfenbach, Lackya, servants, Mr. Rovainen
- Dingbots, Gil, Agatha, Hive Engine, Warrior Slaver Wasps
- Baron, Clank, Z, Nickodeamus, Sleipnir, Hezekiah, Sun Mingmei
- Baron, Boris, Bangladesh, Punch, Judy, Battle Clank
- Punch, Agatha, Judy, Lackya, Jäger, Von Pinn, Baron, Adiohead and sidekick, Boris, Battle Clank, Katz?
- Lackya, Boris Dolokhov, soldiers, Baron, Bang, messinger boy
- <Klaus, <clanks, Klaus
- Punch , Von Pinn, Judy, Agatha, Hezekiah Donowitz. Theopholous DuMedd, Sleipnir O'Hara, Sun Mingmei, Nickodeamus Yurkofsky, Zulenna Luzhakna, Krosp
- Agatha, Dingbots, Mimmoths
- Agatha, Fencing Clank (modified), Othar
- Agatha, Gil, Dingbots
- Agatha, Gil, Dingbots, Fencing Clank (modified)
- Agatha, Gil, Dingbots, Mimmoth
- Agatha, Gil, Dongbots, Fencing Clank (modified)
- Agatha, Gil, Othar Tryggvassen
- Agatha, Gil, Punch
- Agatha, Gil, Warrior Slaver Wasps
- Agatha, Gil, Warrior Slaver Wasps, Hive Engine
- Agatha, Mr. Rovainen
- Agatha, Othar, Gil
- Agatha, Othar, Krosp
- Agatha, Punch, Judy
- Agatha, Theo, Krosp, Othar
- Agatha, Von Pinn, Punch, Judy
- Airman, Radiohead and sidekick, Von Pinn, Punch
- Bangladesh, Von Pinn, Clank, Baron
- Bangladesh, Zulenna
- Baron, Gil, Othar, Agatha
- Baron, Gil, Zoing, Othar
- Baron, Judy, Agatha, Von Pinn
- Baron, Lackya, Theopholous DuMedd, Othar
- Baron, Moloch, Boris, Othar
- Baron, Othar, Bangladesh DuPree
- Baron, Othar, Lackya
- Clank, Baron, Agatha, Krosp, Othar
- DuPree, Baron, Othar
- DuPree, Baron, Othar, <DuPree
- Fencing Clank (modified), Agatha, Othar
- Fencing Clank (modified), Othar, Agatha
- Gil, Agatha
- Gil, Agatha, 2 Lackya, Mr. Rovainen
- Gil, Agatha, Baron
- Gil, Agatha, Dingbots
- Gil, Agatha, Dingbots, people
- Gil, Agatha, Hive Engine
- Gil, Agatha, Mimmoth
- Gil, Agatha, Warrior Slaver Wasps
- Gil, Agatha, Zoing, Wooster
- Gil, Agatha, clanks, person in blue uniform
- Gil, Dingbots
- Gil, Warrior Slaver Wasps
- Gil, Warrior Slaver Wasps, Agatha
- Gil. Agatha, Wooster
- Gilgamesh Wulfenbach, Agatha, Wooster, Zoing
- Hive Engine, Agatha, Gil, Warrior Slaver Wasps
- Hive Engine, Gil, Agatha
- Hive Engine, Slaver Wasps, Gil, Agatha
- Judy , Punch , Gil, Agatha
- Jägers, Von Pinn
- Krosp, Agatha
- Krosp, Agatha, Ardsley Wooster
- Krosp, Othar, Agatha
- Lackya, Clank, Baron, voice of a student
- Mimmoth, Agatha, Gil
- Mr. Rovainen, Dr. Vg
- Othar, Agatha, Gil, Baron
- Othar, Agatha, Theo, Krosp
- Othar, Baron
- Othar, Gil, Agatha
- Othar, Klaus, Boris Dolokhov, Moloch von Zinzer
- Hive Engine, Gil, Agatha, Slaver Wasp, Warrior Slaver Wasps
- Theo, Baron, Lackya, Othar
- Von Pinn, Bangladesh
- Von Pinn, Punch
- Von Pinn, Zulenna, Bangladesh
- Warrior Slaver Wasp, Agatha
- Warrior Slaver Wasps, Gil, Agatha
- Zulenna, Sleipnir, Nickodeamus Yurkofsky, Theo, Sun Mingmei, other students
- Klaus, <Klaus, <Gil, <battle clanks, <people/bodies
- Agatham Gil, Boris Dolokhov, Baron, General Zog, Lackya, Radiohead , Jägermonsters, airmen, Clanks, Warrior Slaver Wasps
- Von Pinn, Sleipnir, Zulenna, Agatha, Theo, Z, Hezekiah, Krosp
- Agatha, Hezekiah, Sun Mingmei, Zulenna, Sleipnir, Z, Nickodeamus, Von Pinn
- Baron, Judy, Punch, Von Pinn, Radiohead, Boris, Bangladesh DuPree, airman, Lackya, Agatha
- <DuPree, <>Gilgamesh Wulfenbach, <>Agatha Heterodyne, <>Geisterdamen, <>Moloch von Zinzer
- Punch, Agatha, Judy, <Spark, <Creation, <Tarsus Beetle, <peasants, <Agatha
- Theopholous DuMedd, Sleipnir O'Hara, Sun Mingmei. Agatha, Gil, Warrior Slaver Wasps
- Sleipnir, Sun Mingmei, Theo, The Kid with the Clock in his Forehead, Zulenna Luzhakna, Hezekiah Donowitz
- Sleipnir, Nickodeamus, Theo, Agatha, Z, Krosp, Sun Mingmei, Zulenna, Hezekiah, Agatha
- Baron, Judy, Boris, Von Pinn, Jäger, Lackya, Punch, Agatha
- General Zog, Lackya, Baron, Boris, Bangladesh DuPree, Jägermonster, Von Pinn, airman
- Sleipnir O'Hara, Agatha, Sun Mingmei, Zulenna Luzhakna, Theopholous DuMedd, Nickodeamus Yurkofsky, Hezekiah Donowitz, Castle Wulfenbach staff
- Gil, Agatha, Warrior Slaver Wasps, Hive Engine, Dingbots
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Actions | - The Baron starts to understand. Agatha is shocked to find she was an orphan. Von Pinn realizes Agatha must be the daughter of Lucrezia Mongfish, which is why .
- While preparing to fight, the message from the students arrive. They then head to fight.
- Gil fights the warrior wasps and is slowly driven back and falls down.
- Agatha returns with with help to clean up. Gil starts to explain, but stops at her gaze. Mr. Rovainen starts talking.
- Discussion starts, but then a Jäger recognizes Punch. The Baron punches the Jäger and orders Jägers out of the area. Agatha tries to clear things up.
- Gil shows Agatha his mechanical orchestra, and asks her to dance.
- The students talk about Othar and others. Agatha takes food to her room.
- Agatha, Krosp, and Othar prepare to leave. Agatha is not excited about her companions. Theo stays behind to see if other students want to come, but promises to catch up to Agatha in Mechanicsburg.
- The Baron realizes there was another body with Bangladesh and Von Pinn. He orders the corpse of Zulenna be sent to his lab to be revived. He insists after being reminded about tradition.
- Agatha sees a door open an a warrior slaver wasp look into the room.
- Von Pinn shoves her arms through Punch, Agatha is startled. Judy gives advice to Agatha.
- Gil tells about the Dingbots, and that the door was resealed. They head to Gil's lab.
- Agatha turns down the sidekick job offered by Othar because, saying that as a Spark she will get her own sidekicks. Othar isn't pleased.
- Agatha requests a wrench. A Dingbot hands a wrench to Agatha who finished her work, and then is shocked to realize how she got the wrench. She then sees the lab full of Dingbots running around.
- The student block the way of the Baron and request he let her go. The Baron gasses them.
- Agatha and Mr. Rovainen talk, then he pats her rear. Agatha gets annoyed at him, and apparently triggers a buried command from The Other.
- The Baron complains to Othar about his miserable life, turns to cut into Othar, and is interrupted by a Lackya.
- Agatha fixes the connections, notices that Gil occasionally vanishes while fighting, and then releases the gas.
- Agatha complains about her troubled life and offers to help Othar.
- Hezekiah explains why the students came back, and Zulenna explains why a Heterodyne is important to them. Von Pinn catches up with the students.
- Krosp explains why the idea of an Emperor of All Cats failed. Agatha says she also feels like a failure.
- Krosp explains his history, that he was created as the Emperor of All Cats, but was "scheduled to be terminated" so he escaped.
- Agatha and Othar argue, then Gil swings by and takes Agatha away.
- The fencing clank reactivates and it has learned to protect itself from thrown items.
- Punch punches Von Pinn, who grabs his arm and rips it off his body.
- Klaus talks about his rebuilding, and then asks for an explanation.
- Gil shows Agatha space for her to work. Agatha finds Gil's Heterodyne Boys books.
- The Baron tells Gil to be discreet, and then talks of getting him a bride. Gil is annoyed, them Othar wakes up.
- Agatha dashes back inside the lab just before the door shuts. The Dingbots start to screech. Gil tells the Dingbots to open the door and they all sprout tools.
- Othar is upset over Klaus ruining Othar's mission. Klaus says Othar is too dangerous to not have his spark destroyed. Boris interrupts with Moloch, who has a list of materials for an experiment.
- Gil shows Agatha some of his experiments: A lightning generator and a fencing clank. They put their faces into the lightning generator while Gil clicks the button over and over.
- Agatha argues with Othar . Othar shoots at Gil—Agatha deflects his hand, but Other thinks she slipped and grabbed at him.
- The Baron asks Gil to subdue Othar. Othar recognizes Agatha and promises to rescue the "fair maiden" just before he is knocked out.
- Lackya reports that Theo was hiding from his grease trap duty , but is reprimanded by the Baron. Othar tries to warn Theo.
- Agatha pushes Othar overboard.
- Agatha accidentally turns on the fencing clank.
- Agatha and Gil scream and struggle.
- Agatha and her clank run to Othar.
- Agatha orders her clanks to follow her.
- Othar comes flying through a window with shards of glass, followed by the Baron.
- Gil shows Agatha the "Genuine Heterodyne artifact" he picked up in Paris.
- Gil responds to Agatha.
- The distraction fails, so Zulenna hits the guard with a wrench. The students put on Lifegliders and head toward Castle Wulfenbach.
- The Hive Engine whistles, and the Warrior Slaver Wasps surround Agatha and Gil
- Gil fences with the clank, and Agatha turns it off by throwing a weapon at the button.
- Klaus explains his experimental plans.
- Krosp leads the students.
- Von Pinn and Zulenna face off, but Von Pinn can't bring herself to attack. Bangladesh offers to help, promising not to hurt Zulenna.
- The Baron is startled to see Judy.
- The Hive Engine screams and collapses.
- The clank flies through the window with Othar.
- Gil and Agatha make it out just in time, but Agatha remembers Othar is in the lab.
- Judy explains why the locket was used to suppress her Spark. They open a door.
- Zulenna says she will hold off Von Pinn.
- Krosp is going to help Agatha, but they can't talk now.
- Student watch Castle Wulfenbach with a telescope and see Agatha and Gil fight. Sleipnir notices Agatha and Gil vanish and reappear.
- Punch hits a few more people with bullet, then is surprised when Von Pinn catches a bullet. Punch throws seven more bullets at Von Pinn and they all bounce.
- The Baron is upset at the information DuPree has given him. DuPree leaves and the Baron discovers Othar has escaped and is about to attack the Baron.
- Jägers standing around talking, then Von Pinn comes in and tells them to fight.
- Agatha and Gil quibble, and then Agatha suggests they need to destroy the engine.
- Agatha and Gil about how easy the fight was, while the Baron calls for a retreat because their fight is not going well.
- The Baron and Gil discuss Othar . Agatha is shocked by the attack on Othar, and asks if about it.
- One of Agatha's Dingbots flies in and crushes the Slaver Wasp heading toward Gil. Other Dingbots attack. The warrior slaver wasps release Gil and Agatha . Gil thinks the Dingbots distracted the warrior wasps, but Agatha suspects it has her command.
- The Warrior Slaver Wasps grab Agatha and Gil and the Hive Engine releases a small Slaver Wasp.
- Punch picks up Agatha and the run. Judy explains how they followed and found Agatha.
- Gil asks Agatha why she is worried, and an evacuation alarm goes off.
- Agatha, holding a large wrench, staring at a large gear-filled mechanism with stars above.
- Agatha denies being a Spark, and mentions that Othar needs to be saved. Krosp doesn't care about Othar.
- Agatha zaps a warrior wasp over Gil, then shows him the Electric Foils she made with fencing swords, Gils lightning generator, and the Heterodyne Device. In the last frame, Gil and Agatha are invisible inside a big blue bubble.
- Preparations for the attack. Bangladesh and Von Pinn have a heated discussion.
- Sun confirms the vanishing. Theo sends a message to the Baron about Gil and Agatha, then they decide to rescue Agatha and Gil. Zulenna intends to "distract" the guard watching the Lifegliders.
- Agatha finds the "Trelawney Thorpe, Spark of the Realm" books. Gil removes Trelawney Thorpe in The Seraglio of the Iron Sheik from Agatha and gives her Trelawney Thorpe [and?] The Glass Dirigible.
- The Hive Engine releases a swarm of slaver wasps. Agatha and Gil run. Gil realizes his father would have a safety plan.
- Gil rebukes Agatha for speaking out. The Baron wonders why why Gil has Agatha as an assistant, and then guesses.
- Klaus asks for an explanation before they leave, and starts to talk about his return from exile.
- Othar shoots as he falls, hitting the "envelope". Krosp explains to Agatha that everyone will want to control her, follow her, or kill her because of what she is.
- Gil 'properly' introduces Agatha and Zoing. Wooster comes in with drinks and to brag about Gil.
- Krosp suggests meeting in Agatha's room. He tells her she is a Spark, which she denies. Krosp says Agatha talks in her sleep. Ardsley enters with clothes for Agatha.
- Von Pinn grabs Bangladesh's face and threatens to kill her. The Baron arrives and tosses a D-gas canister to knock them out.
- Conversation continues as the airship flies over mountains.
- Gil explains that Agatha has been building Dingbots in her sleep, and the Dingbots are building more Dingbots. Agatha realizes that she might actually be a Spark.
- Agatha, running away from the warrior slaver wasp, runs into Gil, and they both fall down. Agatha is mad a Gil.
- Agatha pulls Gil to the Hive Engine and they strike it together.
- Agatha, Theo, and Krosp make it to the hanger and airship, and find Othar waiting.
- Warrior slaver wasps crash into the lab. Gil tells Agatha to build something and grabs a fencing sword. Agatha starts heterodyning.
- Klaus is given information about the slaver wasps. General Zog and the Baron are excited about a fight.
- Standoff between Punch, Judy, and Agatha in a doorway and the Baron's team.
- Moloch mentions Agatha he "fired" Agatha. Boris asks the Baron to make a political decision.
- Characters get hit with bullets. Punch is shown holding bullets, and Judy says she is taking Agatha.
- Agatha and Gil argue about marriage, property, and safety. Then Punch knocks Gil on the head.
- Agatha explains that the unconscious person is Gilgamesh Wulfenbach and he wants to marry her.
- Agatha is annoyed that Gil doesn't have weapons in his lab.
- Judy says Barry came back, and that is important to the Baron. The Baron wants Punch, Judy, and Agatha guarded by the Dreen, not Jägers. Bangladesh comes in to report finding Gil. The Baron sees Agatha and Gil being engaged as "history repeating itself". Bangladesh recognizes Agatha from her , and the Baron orders that Agatha be kept sedated. Then something puts a hole in the head of a Lackya.
- Gil explains that Spark breakthoughs can be traumatic, but Agatha seems to have avoided trauma. Gil wants to tell his father but Agatha doesn't want to be studied.
- Gil causes a beam to shove Othar through a window. Agatha gets upset.
- Agatha orders the warrior wasps to stand aside while Gil fights.
- Gil finds a control panel to seal the lab, and then reaches toward a lever to flood the lab with gas. Agatha stops him, and explores the connections. Gil fights slaver wasps while Agatha discovers the gas lines had been re-routed.
- The Baron picks up a knife to cut Othar, gets interrupted by Bangladesh, and stabs the knife into the board next to Othar's head.
- Gil greets Agatha as Wooster shows her into his personal lab and library. She greets Zoing.
- Gil is suspicious, but Agatha is excited and kisses Gil. Gil is stunned, then they are both concerned when the Hive Engine starts to rumble.
- Gil and Agatha get their first view of the activated Hive Engine.
- The Baron arrives in the hanger in time to see the airship fly away. Agatha and Krosp are worried, but Othar says he left some surprises.
- Agatha and Gil argue over Gil's motivation, then Othar swings in and grabs Agatha.
- Mr. Rovainen enters the lab and talks with and then stabs Dr. Vg.
- Judy throws Agatha up to a platform, where the students are hiding. Agatha watches Von Pinn attack Judy . Some students are surprised to see Krosp speak.
- Agatha walks up to the clank without attacking and pushes the button to stop it. They wait thirty seconds and are relieved to find it doesn't restart.
- The Baron reminds Theo that he is under the Baron's protection. The Baron reprimands the Lacka for bringing a student into the lab.
- Mr. Rovainen activates the hive engine. Dr. Vg realizes Mr. Rovainen is a Revenant. Mr. Rovainen talks about seeing The Other, meaning Agatha.
- Bangladesh and Zulenna fight. Bangladesh stabs Zulenna through the chest with a secondary weapon, and knocks her off the platform.
- Gil explains that Agatha was using him as a lab assistant half the night to build a bot.
- DuPree describes two situations where she saw people appear in mid-air: near the wreck of the Vienna 707, and investigating a burnt-out town two weeks later.
- The Baron enters the lab and tries to make small talk, but Othar, strapped to a table, isn't in a good mood.
- The Warrior Slaver Wasps have stopped attacking Agatha and Gil as they walk toward the engine.
- Othar points a gun at Agatha, and tells her of his goal of killing all Sparks
- Agatha's clank announces it is hear to rescue Othar. It then grabs Othar, pulling him until the chain breaks, and spreads it's wings.
- Von Pinn jumps Bangladesh for hurting a student. Bangladesh thinks Von Pinn isn't tough, them Von Pinn shoves her own hand down the length of Bangladesh's blade to grab Bangladesh's hand.
- Gil finds a connector in Agatha's hair, gives it to her as a ring, and suggests they get married. Agatha laughs at him.
- Othar fails to get DuPree to help him. The Baron gets DuPree to explain some apparitions she saw.
- Krosp accepts Agatha's facetious comment at face value, and then talks about planning an escape. Krosp tells Agatha how the Baron studies and destroys Sparks, including his creator Dr. Dimitri Vapnoople.
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