List of Mega64 episodes (season 3)

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Mega64 is a DVD-exclusive series that can be only purchased on their website. The show has a story that is based around the characters playing video games in real life. The "real" video games are usually just the characters out in public acting out the video game. This is a summary of the third DVD, entitled "Mega64: Version 3". For a list of the skits on the show, see the List of Mega64 skits.


Version 3 begins how Version 2 ended, with Frankie bursting into Poque's room, he jumps on Poque, who fends him off with a Guitar Hero controller, Frankie eats Marcus and is then wounded by 2 gunshots fired by a hunter, Ted Geisel (Scott Kelso), Frankie attacks Ted, ripping of his right arm and fleeing.

After the Super Mario Bros. 3 skit, Rocko and Derek awake from the Mega 64 to find with them in the Dungeon is Nicole, a very enthusiastic and easily excited 14-year-old girl who is the daughter of Ted the Hunter. Upstairs, Dr. Poque reveals that Frankie (Michael J. Nelson) used to be a mall Santa and was going to be the original test subject for the Mega 64, Poque and Horatio kidnapped him and brought him the testing Dungeon but after he started to eat his own poop, strange things started to happen which lead to him transforming from human into a giant rabbit, Ted decided the best course of action is to trap him using the bathroom.

In the Dungeon, Nicole has explained about Frankie and Derek leaves to tell Sean, leaving Rocko and Nicole alone, after an awkward silence they get talking and Rocko tells a story about how he made a bet with Derek for his package of food, as Rocko is talking about his package Derek walks back in and gets the wrong end of the stick, after the abrupt ending to his story Rocko shows Nicole the Dead Rising skit. After the skit, Derek and Sean both want a private word with Rocko, after Nicole leaves, Derek confronts Rocko about his 'sexual advances' on Nicole and remind him that Nicole is a minor.

Upstairs, Ted takes advantage of Frankie's apparent fondness for eating poop by using his own poop for bait for a trap, but after Ted sets the bait, he realizes he's out of toilet paper, he walks to Poque's other bathroom where he finds toilet paper and Frankie who attacks and kills Ted, Frankie then goes back to Poque's room to attack Horatio and Poque.

In the Dungeon, Rocko wakes up from playing Skate or Die and wonders where Nicole is, shes in the other room and says she'll be in in a moment, but Rocko is met by Sean in a blazer who asks Rocko to sit down, he is then presented with transcripts of chat logs in a parody of To Catch a Predator, Rocko says he's done nothing wrong, Derek comes in and directly accuses Rocko of doing 'sexy stuff' with Nicole, Rocko strongly denies the accusations and says that his relationship with Nicole is innocent and that the reason he's taken a shine to her is because she is a new face in the dungeon, After Derek and Sean are convinced that Rocko isn't partaking in an illicit affair with a minor, all 3 of them decide to hang out with Nicole. In the next room where Nicole is, she is in a sexual pose and asks when they are going to do her, Rocko, Derek and Sean kick her out of the Dungeon immediately.

Meanwhile back in Poque's room, Frankie is attacking Poque and Horatio, as Frankie is about to defeat them, he suddenly and frantically starts grabbing at his chest, he falls to his knees as Marcus bursts out of his chest covered in blood, Frankie drops dead as Horatio and Poque look on in disbelief.

Bigger Boat[edit]

After playing Final Fantasy 12 on the Mega 64, Sean vows not to play any games with sexy costumes for the rest of the week; however, Dr Poque has a new idea to sell more Mega 64 systems, Sexy 64 an all male gaming league that will give the Mega 64 a more sexy image, Poque uploads a program that lets the Rocko, Derek and Sean take sexy pictures for a calendar, they go along with it hopeful to hide messages of their captivity in the calendars.

Back upstairs Poque is concerned with the whereabouts of Horatio, Marcus informs him that he left after winning $10,000 on a scratch card and then relays a lengthy and insulting message that Horatio left for Poque. During Marcus's delivery of Horatio's message, Horatio himself calls up Poque and informs him that he bought a boat for $10,000 from and that it should have been delivered to the apartment already, Poque goes outside with Horatio still on the phone, the boat has arrived much to the dismay of Poque, he asks Horatio what kind of boat he ordered, he says that they had the big boat but he bought the Bigger Boat, which says 'BIGGER' on the back; however, the boat outside Poque's house says the N word instead of 'Bigger'. Horatio doesn't believe Poque and says that if his boat truly has the N word on it, he'll eat his hat.

While Dr Poque asks Rocko, Derek and Sean to crack on with Sexy 64, while he figures out how to deal with the boat, he tries to tow the boat with his car, but as he attaches the rope, he is shot at by a ranting Patriot (Dallas McLaughlin) who tells Poque he is protecting the freedom of speech by keeping the boat there at all costs, Poque tries to compromise by just painting over the N word; however, the Patriot shoots the brush from his hands and then vomits.

In the Dungeon Rocko and Derek play NBA Jam to pass time while there Sexy 64 photos are printed; however, Derek finds a photo they didn't take of Rocko and Derek standing over the grave of 'Poque 1029-3454', Rocko suspects that The Specter may have given them this information and Sean identifies that it's not a date on the grave but a frequency, Sean punches in the feqency while Derek and Rocko strap into the Mega 64.

Rocko and Derek are shown a mysterious title screen for 'Down' and are transported to an unknown realm within the Mega 64, they soon meet a cloaked man with white skin and an horrendous grin, he speaks to Rocko and Derek in an unknown language(with English subtitles) asking nonsensical questions, though he does notice that Rocko and Derek are confused by the situation, before any sense could be made of what was happening, Dr Poque cuts the power to the Mega 64 and says he need there help.

He needs Rocko, Sean and Derek to dance in front of the boat as a distraction so that he and Marcus can sneak up on the Patriot and disarm him, Poque also introduces shock collars for them so that they don't attempt an escape. Outside armed with three Sexy 64 shirts and a boom box, Rocko, Derek and Sean dance for the Patriot, who is now showing physical signs of a decline in health.

During the dance the Patriot starts vomiting blood and collapses on the floor, Derek, Rocko and Sean try to help him but get shocked by the collars, the Patriot continues to sputter up blood and ends his life by shooting himself with his rifle, soon after his death, a Medical agent(Kevin Bushong) shows up and explains that the boat is filled with rats infected with bubonic plague and that he'd have to take away the boat and the plague infected body of the Patriot. Poque realizes the irony of the situation when he finds that the bubonic plague, also known as the "black plague", is linked to a boat with the N word inscribed on it. As the boat is towed away, Horatio returns wearing a pizza hat and after Poque confirms that the boat said the N word, he grabs a slice of pizza from the hat and is attacked by a pizza hungry Marcus.

The Wizard II[edit]

The episode opens with Horatio answering a call from a FALZ Agent(Brad Davis) who wishes to talk to Dr Poque, Horatio says that he'll tell Poque that he called and hangs up, he then tries to locate the origin of a bad smell that's fills the apartment, he is soon joined by Poque who is also looking for the origin of the bad smell, they are interrupted by a knock on the door from Sean Legerton(Sean Legerton) who asks if this is the wizard's house, a confused Poque says no, closes the door and continues looking for the source of the bad smell with Horatio and Marcus, They find that the origin of the smell was the decomposing body of Jon(John Wanser), who was killed by Poque in Version 2.

In the Dungeon Rocko is plating Assassin's Creed, after he wakes he finds that Derek is looking in on Poque arguing with Horatio about Jon's body, they both decide to get rid of it ASAP, however when they take it outside Sean Lagerton and another man(Eric Badour) are taking pictures, when confronted by Poque, they explain that they are looking for a wizard so that they can get a wish and tell him that they are not moving until they see a wizard.

Back in the Dungeon, Sean is in a dark secluded room at a computer terminal, he is searching for the address of FALZ HQ, but cannot get the information as it requires a password, elsewhere Rocko and Derek decide to go back to the mysterious realm they visited in Bigger Boat, however they notice that the video uplink to Poques room is now outside with Sean Lagerton and the other wizard seeker, Poque runs by quickly and explains that they will be the entertainment/distraction for the wizard seekers and that Rocko and Derek are to take suggestions as to what experiments they'll do next from them, Poque leaves. Rocko and Derek take the opportunity to try and escape, they explain that they are under the two wizard seekers and have been held captive for two years, Sean Legarton is unenthusiastic to help and asks what he'll get out of it, Rocko asks what he wants, the wizard seekers argue about a Halo skit vs a Counter Strike skit, but they settle on a God of War skit.

It has been a long running gag in the Mega 64 Podcast and various interviews that the skit suggestions that are given by fans are terrible and in order to lower the amount of skit suggestions the crew received on email they set up a Skit Suggestion forum on their site, it is flooded with terrible skit ideas from fans, so all skits mentioned by the wizard seekers in this episode are exactly how there were suggested to the Mega 64 crew by the fans.

After the God of War skit, Sean Legarton complains that it sucks and suggests an equally bad Sneak King skit, then a Ninja Turtles skit, after Rocko and Derek disconnect they ask for rescue, the seekers decline as the skit they suggested were not funny and walk away from the video uplink. With the seekers gone Rocko and Derek decide to go back to the mysterious realm from Bigger Boat, they appear in a forest and spot a man with dreadlocks and sunglasses who flees upon spotting them, they quickly follow him, Rocko is held at knife point by the man who accuses them of trying to take her back, Derek explains that they have no idea what is going on, the man takes them to see the guild leader.

In Poque's room, Poque asks Horatio why there are people outside asking for a wizard, Horatio explains that him and Marcus are filming a sequel to The Wizard entitled The Wizard 2, Horatio promises that in 2 hours the street would be clear, however 2 hours later a full mob of wizard seekers have taken over the street, bringing cameras and gifts of salt, the mob is subject to a U62 news report which includes a wizard expert in the form of Preacher Z (Garrett Hunter) and a shrine that has been built by Hairy Garry the Feral Child (Tommy Tallarico)

Meanwhile Rocko and Derek meet the Guild Leader (Luke Chatfield) asks them why they sought him out and if they came here for her, both Rocko and Derek still have no idea whats going on, they explain about the code that brought them there and about the cloaked man they met last time they entered the code, the Guild Leader explains that they had spoken to a Messenger and that the world they were in was a game, the man with dreadlocks takes them into the back room and shows them a girl (Laura Loza), the Guild Leader tells them that the game is called The Blacks.

The power to the Mega 64 is cut again, the video uplink that's outside is now filled with the mob, demanding to see a wizard, Derek ask why he wants to see a wizard, Sean Lagerton explains that his little brother has Scoliosis and that he wants the wizard to cure it, he then asks for a Counter Strike skit again and then they do a Track & Field skit, a Halo/Frogger hybrid skit, a Star Wars skit and a Scarface skit, Sean Lagerton and the mob still demand to see a wizard before they rescue Derek and Rocko who get frustrated and tell the mob that there is no such thing as wizards, the mob turns angry and Sean Lagerton smashes Poque's car with his signature tire iron.

Back in Poque's room, Horatio remembers the call from FALZ and tells Poque, afterwards the FALZ Agent calls back and demands to talk to Jon, Poque puts him on hold, Marcus tells Poque that he'll take care of everything. The FALZ Agent is taken off hold, Marcus is puppeteering Jon's corpse and manages to fool the FALZ Agent and Horatio has come up with a way to get rid of the body. Meanwhile at the computer terminal, Sean is asleep however the terminal starts to beep with an alert tone, he has received a message containing FALZ's address.

Outside, Horatio has dressed Jon's body up as a Wizard and has rigged it up with a loud speaker and strings to puppet it, the mob are stunned to silence, Horatio as The Wizard explains that there is magic inside us all and that he will perform one final act of magic called The Great Goodbye, Horatio then uses explosives, sending pieces of Jon's body all over the ecstasy stricken mob. As Poque is thanking Horatio, a real Wizard(Derrick Acosta) appears thanking them for helping him get rid of the mob and grants them one wish, Dr Poque uses it to bring back the one girl he loved, Sue, The Wizard grants it and disappears.

Mega64! (Musical episode)[edit]

This episode opens up with Dr Poque showing the FALZ Agent the PaRappa the Rapper skit, The Agent is curious about Jon's whereabouts but buys the excuse Poque gives as the Agent needs to talk mainly to Poque, he explains that there is a monetary problem with Poque's set up and that he needs to raise $10,000 in 7 days or else the project will be terminated. Poque sings about how he's dead if he doesn't make the money for FALZ, in the dungeon Rocko and Derek sing about their tedious life and how they hope to be rescued and in Horatio's room, he sings about helping out Dr Poque and goes online to find a way to make money fast.

Back in Poque's room, Horatio tells Poque that there is a local talent show where the prize is $10,050, Poque bursts into song about how convenient it is that the prize money is $10,000 and ponders how he's going to win the show, he decides to put on a play about the Mega 64, which will win the show and create awareness of the Mega 64 system, after the song Horatio says that he'll help Poque by using Horatio's Acting Troop(HAT), Poque asks Rocko and Derek to audition.

However Marcus sings of a plan to sabotage the play, because when the gang moved into the apartment Poque asked Marcus to sign the lease, and if FALZ destroy the apartment Marcus would get all the insurance money. Rocco and Derek audition in the form of a Singstar skit, Poque and Horatio are not impressed with their singing skills and ask what else they can do, after Derek and Rocco sing of their other talents Sean reveals that he grind a rail with soap shoes, Poque and Horatio are impressed by his talent and put him as the finale of the show, Sean then sings about how this is the greatest moment of his life with a song called Handful of the Sky.

Horatio assembles his acting troop and sings a song to warm up all of the performers, afterward Horatio is approached by an admirer(Geoff The Hero) who is then cut for wearing baby blue. Dr Poque brings Sean along to the HAT practice, Sean then briefly talks to a fellow performer and then eats a muffin set aside just for him, but as he bites into it, he walks outside and pulls a razor blade from his bloody mouth, he is then clubbed and knocked out by Marcus. Sean wakes up strapped to a table in an empty room, where Marcus accuses Sean of trying to ruin his plan of sabotaging the show and he explains the origin of the term break a leg, he then puts a block of wood in between Sean's legs and as Sean is begging for mercy, Marcus breaks both his legs with a sledgehammer. This, of course, is a parody of Stephen King's Misery.

The day of the talent show arrives and Horatio has no show as his acting troop has all left with the exception of Rocko and Derek, who he cuts, Horatio's admirer is the only person willing to work with him, however Horatio tells him that he hates him and that he never wants him. Marcus is perched in the back of the theater armed with a sniper rifle and Dr Poque is in the front row along with his laptop which is uplinked to the FALZ Agent. As Horatio's turn to go on stage come around, he rolls out a television which shows the Elite Beat Agents skit, afterward Horatio comes onstage and rants about how his troop left him and how he doesn't know where Marcus is and how he can't rely on Jon cos he was killed, The FALZ Agent hears this and cuts the connection with Poque's laptop, after his rant Horatio enters a bizarre song about how great he is but breaks his boom box.

Horatio then finishes by reprising the first song in the episode but this time he sings about his broken boom box, he is then joined by Rocko and Derek who did not know until now that Horatio was trying to save them, Marcus then enters the song singing about why Rocko and Derek are trying to save the play, finally Poque joins in and sings about how he's a dead man now that FALZ know what happened to Jon, but he appreciates Horatio's attempt to help, during the finale of the song, Horatio's admirer walks out on stage and is shot by Marcus who had only bought 1 bullet.

After $10,000 Reprise, Sean wheels himself out and attempts sings the chorus of Handful of the Sky, however he cannot sing as well as he did before due to his lip injury, after he's finished sing the theater bursts into a standing ovation and Horatio's Acting Troop win the contest. In the lobby Poque tries to sell some Mega 64 systems, but is unsuccessful.

Project Whoosh[edit]

The episode begins with an unknown person in a hooded sweatshirt putting on music and getting on his bike. He leaves the garage on his bike and cruises down a long downhill sidewalk, before making a right curve into the street where he is hit head on by a car and slides across the pavement. Garrett quickly steps out of the car and shows concern to the man he ran over. The unknown person lifts up his head and assures that him he's going to be alright. He has red hair and a red mustache. It is Marcus. The rest of the episode details the back story of Marcus's past.

Marcus is a man who joins FALZ to earn money to buy the Eiffel Tower for the woman he loves and ends up losing his body to the Mega64 through multiple uses as a test subject. To hold his mind, the FALZ members use the puppet to house his conscience.

During the tales of Marcus's past, Pouqe has to deal with the newly risen Zombie Sue.

To kill Zombie Sue, Horatio sets out to find a gun to shoot her with. A gun he can not seem to remember where he put. Thus setting him off on a small adventure to find it.

Sean somehow ends up escaping the dungeon and travels to the abandoned warehouse of FALZ old headquarters to find answered to his past and strange visions. He finds a delusional man who, once seeing Sean, starts screaming, "It was you. It was you! You created the Mega64! You! YOU!" Sean is confused.

Horatio returns with the gun and kills Zombie Sue.

The episode is left to be continued.


At FALZ HQ the Test subject is killed by a blind, cling-film–wielding assassin called Tony who attempts to kill Sean but after a struggle, an injured Sean escapes and Tony seems to be killed meanwhile The FALZ organization invade Dr Poque's apartment complex, Poque activates Twopoque who is quickly destroyed by the FALZ henchmen, Poque and Marcus are captured, Horatio escapes and Rocko and Derick are captured but kill their guard and split up, Rocko goes into Poque's room where he meets the head of FALZ, Garret.

Garret explains to a confused Rocko that FALZ are letting Dr Poque go and offers Rocko the chance to head up FALZ's latest project, elsewhere Derrick finds a FALZ recruitment tape for the DOWN community, which uses the Mega64 system to play 'the worlds most elaborate game' The Blacks, which helps with another mysterious project known as Project W. Garret finds it tough to explain the concept of The Blacks to Rocko without the aid of the video Derrick found, he explains it as a world that exists outside reality in the users mind that they would never want to leave, he then explains that the Mega64 system is a box of magic and that when the box was put into a body, it became conscious and that the waves emitted cross peoples minds who then join FALZ, Garret describes FALZ as the immune system of the Mega64, Garret also explains the next step in FALZ's plan which is to harness the power of the specter who haunts the Mega64 using a mysterious Deathbox and that FALZ need to find Sean.

Poque is taken behind the Apartment building, where he is left with fellow prisoners Marcus and Trigger Serious who explains that he has been stalking Poque and sympathizes with him because of the way FALZ treat him and apologizes afterward the lead FALZ henchman gives Poque the change of redemption with FALZ by killing Trigger Serious, Poque doesn't do it saying that he doesn't blame him for anything and Trigger Serious does not blame Poque for the Mega 64's age limit bug killing his father(Brian Specter), the lead henchman explains that there is no age limit bug and that FALZ stabbed Brian to guilt Poque into joining FALZ, the henchman then kills Trigger Serious.

Back in Poque's room Rocko finds it hard to understand that Sean is the creator of the Mega64, Garret explains that the more times you use the Mega64, the more your mind slips away and that Sean had done more testing than all other subjects combined, Rocko then tells Garret that Sean was heading to FALZ HQ, Garret is shocked and tells Rocko that they kept the Mega64 at Poque's apartment to keep it hidden as they don't know where the Mega64 came from and that FALZ had been hiding from a group who claim it was theirs first, little is known about the group only that they consist of seven deadly assassins and that when one of them is killed, they sound an alarm to alert the other members, FALZ call them The Killers. While Rocko is looking through Garret's file on The Killers he notices that Lobo Fuerte was one of them.

Meanwhile after suffering severe injuries from his fight with Tony, Sean collapses and is taken into the Mega64 universe where he meets The Specter who tells Sean to destroy FALZ and gives him a sword and a pair of golden soap shoes, Sean wakes up in the real world without injuries and grinds the soaps back to the apartment. Garret assembles all the FALZ higher ups behind the apartment, Derrick tries to rescue Rocko but fails and gets captured, Horatio attempts to rescue the gang but is pegged by a rock, Sean Legerton also attempts a rescue but is shot in the back.

Elsewhere a stunned Sean encounters Tony which causes him to have a flashback to a conversation between himself and Rick. Garret is banging on the door demanding to speak to the creator of the Mega64, Sean tells Rick not to go and that he will take credit for the Mega64 and save Rick from the hands of FALZ, but Rick is determined to go and tells Sean that is anything goes wrong he'll send an encrypted message that can be unlocked by the password Delaware. Sean knocks Tony out and goes with FALZ. Back in the present Sean destroys Tony and continues back to the apartment, after Sean has left Tony's body, an alarm sounds, Tony was one of The Killers.

At the apartment Sean arrives, Garret unloads on him but Sean teleports to dodge all the bullets, as Garret reloads, Sean runs at him with the sword, as he is about to kill Garret the Deathbox sounds, Sean has lost his sword, soaps and his injuries have returned, Garret shoots and kills Sean, he then goes to execute Rocko and Derek, as he about to pull the trigger, his radio goes of, one of the Henchmen(Dan Paladin) says he's found Sean in the attic of the Apartment, a confused Garret asks the henchman to describe Sean, the henchman is killed after doing so, an irate Garret screams 'Where Is He?', and from behind he hears the answer, 'Here', Garret turns around and puts a bullet in the mysterious figure, he and all of FALZ unload on Sombrero Guy, he survives and wipes out all of FALZ except Garret, Sombrero Guy leaves Garret's fate in the hands of Dr Poque, Garret stalls Poque long enough to retrieve his pistol and as Poque pulls the trigger, Garret takes aim and fires. Garret is killed instantly, Poque is in a critical condition, the Sombrero Guy walks over to Sean's corpse and revives him with an Indian chant, after which Sombrero Guy leaves Earth.

Horatio, Rocko, Derek, Marcus and Sean are all gathered around Poque. Horatio asks him why he didn't ask for Sombrero Guy's help, to which he responds that, 'it couldn't last. it was just too much fun' and passes away.

One month later, a young girl is flicking through TV channels, her TV then picks up the pirate signal of Horatio TV, with FALZ gone, Horatio has taken over the Mega64 Project, saying that he's doing the project out of love, just like the man who did it before him, Horatio proclaims that 'This is the new Mega64!'