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"Mid-Life Chrysalis"
The Venture Bros. episode
Mid-Life Chrysalis.png
Episode no. Season 1
Episode 8
Directed by Jackson Publick
Written by Doc Hammer
Jackson Publick
Production code 1-03
Original air date 25 September 2004
Episode Chronology
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"Ice Station - Impossible!"
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"Are You There, God? It's Me, Dean"
List of The Venture Bros. episodes

Mid-Life Chrysalis is the eighth episode of Season 1 and the overall eighth episode of The Venture Bros.


While flying to Marrakesh, the X-1 is intercepted by fighter planes and instructed to land. On the ground, the airmen curtly state that the jet has violated secure airspace. Dr. Venture begins to reply, but the soldiers cut him off, insulting his scrawny frame and calling him "Grandpa." When Brock Samson produces his Office of Secret Intelligence agent identification, he is shocked to learn that his license to kill has expired.

The incident sends both of the men into depression, with Brock losing his purpose in life and Venture frantically grasping at his faded youth. Hank Venture and Dean Venture attempt to cheer Brock up, finally volunteering to help him pass his recertification exam. In the meantime, Venture drags out his "swinging single" wardrobe and buys a new sports car and a toupee. Dressed in a hideous ensemble he thinks is fashionable, he begs Brock to accompany him for a "boys' night out." Brock reluctantly agrees, if only for entertainment purposes. Temporarily unsupervised, Dean dares Hank to drink a disgusting mixture he concocts. After agreeing to the stakes (their grandfather's baseball glove, $15, and Dean's slavery for the remainder of the night), Hank closes his eyes and downs the awful drink. He then proceeds to command Dean to perform a series of demeaning chores.

Venture and Brock pull up to a nearly deserted strip club called Nightin' Ale's. While Venture flirts awkwardly with the strippers, the bartender mocks Brock's mullet haircut, sending the bodyguard into further depression since he can no longer kill with impunity. He meets one of the strippers in the restroom for a sexual encounter, but is unable to perform due to tantalizing memories of his secret agent adventures. Improbably, a woman begins showing interest in Venture; he fails to recognize that "Charlene" is a thinly-disguised Dr. Girlfriend. She continues the charade while remaining in contact with The Monarch through a communications link. Venture takes her back to the Venture Compound, where he begins fumbling for a condom; while he is distracted Dr. Girlfriend delivers an injection to his neck that knocks him out cold.

The next morning, Brock continues to mope over his expired license. Dr. Venture struts through the kitchen, none-too-subtly announcing his perceived "score" from the previous night and proudly displaying the "hickey" on his neck and his "two" cups of coffee. Dean and Brock are sitting at the table going through a sample exam of the secret agent exam. As he returns to the bedroom with two mugs, Brock says "Monarch's outside." As "Rusty" returns with the coffee he is dismayed to find Charlene gone. Still smitten, he calls her and insists on another "date". Dr. Girlfriend agrees, leading to an argument with The Monarch over her motives. Hank appears in a sweat-suit, commanding the bodyguard to drink a glass of raw eggs before beginning an exercise regimen. Hank revels in his role of trainer, verbally abusing Brock while putting him through an exhaustive fitness routine. Dean does his part by helping him study for the written portion of the exam. Brock attempts to alert Venture to the growth that has consumed one side of his face, but the lovestruck doctor dismisses the bodyguard's brief display of concern.

The next morning, a pessimistic Brock leaves to take his recertification exam. Seconds later, Hank and Dean hear a blood-curdling scream from their father's bedroom. They investigate and find that Venture has turned into a gigantic caterpillar with a human face. The distraught scientist attempts to find a chemical solution to his predicament, but his prolegs cannot manipulate the equipment and H.E.L.P.eR. proves useless. Resigned to his fate, he tries to convince H.E.L.P.eR. and Hank to shoot him. The Monarch and Dr. Girlfriend continue to quibble over Venture's fate. When she expresses sympathy for him, the jealous Monarch accuses her of sleeping with him. She responds that he is nicer than she thought he would be and regrets injecting him with the serum.

At the exam, Brock refuses to fire a handgun, destroying several cardboard targets by hurling the firearm and several others with his knife. On the written portion, he merely doodles. The examiner initially seems disgusted by Brock's incompetence, but soon confesses that Samson has fulfilled his every expectation; Brock had not only saved the life of the examiner's father (who spoke very highly of Samson to his son), but babysat the examiner himself decades ago. Venture's new insectile instincts move him to spin a cocoon from the laboratory ceiling. He is surprised by Charlene, who says goodbye and gives him a final kiss... and then injects him with another mysterious compound. The final scene shows Venture awakening naked and restored to his normal form on the lab floor — Dr. Girlfriend had administered the antidote.

Brock later returns to the strip club and shows the bartender his newly restored to license to kill. After staring at it and Brock for a few seconds, the bartender is jumped by Brock, leading to a possible off-screen beating.

Episode Cast[]

First Appearances[]

Connections to Other Episodes[]

I Know Why the Caged Bird Kills

  • The boys directly ask Dr. Venture about their mother. He pauses, realizes he's never told them about her, and is about to start telling them when he gets interrupted. This is one of the more prominent hints dropped in Season 1 about the mystery of the boys' mothers' identity, which will come to the forefront in I Know Why the Caged Bird Kills, in late Season 2.

Showdown at Cremation Creek (Part I)

The Family That Slays Together, Stays Together (Part I)

The Saphrax Protocol

Cultural References[]

Aerobics fashion

Dorcus Menswear

Franz Kafka

  • Dr. Venture's comment when he reveals that he has been turned into a caterpillar, "torn from the pages of Kafka" is a reference to Franz Kafka's 1915 novella The Metamorphosis, in which the main character transforms overnight into a massive insect.

Gunga Din (1890)

  • Hank tells Dean to "Make it shine, Gunga Din." The heroic water-bearer Gunga Din was portrayed as a character of lower importance in Rudyard Kipling's famous 1890 poem of the same name, as well as a 1939 movie starring Cary Grant.

Jasper McVain

  • Brock's workout song, "Revv Me Up", is performed by fictitious glam musician Jasper McVain. Jasper McVain is a musical side-project created by Doc Hammer, writer and actor Terrence Fleming (voice of Bud Manstrong), and Max Vanderwolf (Glenn Max), singer of the band Last Man Standing. The concept behind the project is that Jasper McVain is a glam rock personality along the lines of Marc Bolan, albeit insane. Six Jasper McVain songs were recorded in the '90s, with Hammer composing the music, Fleming writing the lyrics, and Vanderwolf singing.

Jonny Quest (1964-1965)


Marrakesh, Morocco

  • Before being grounded, Team Venture's intended mission was to prevent mutant lizard-people from overrunning the real world city of Marrakesh, Morocco.

Monarch butterfly


  • Every epithet that the bartender uses for Brock is a dig on his haircut, a mullet. In a mullet, the hair is long at the back of the head, but cut shorter on the top, front, and sides of the head. The mullet has not been a popular style since the early '90s. Since then, it has become an object of ridicule in society.

Rob Roy (cocktail)

  • Dr. Venture orders a Rob Roy cocktail at the bar. Consisting primarily of whisky and vermouth, the Rob Roy was created in 1894 by a bartender at the Waldorf Astoria in Manhattan, New York City. The drink was named in honor of the premiere of Rob Roy, an operetta by composer Reginald De Koven and lyricist Harry B. Smith loosely based upon Scottish folk hero Rob Roy MacGregor.

Rocky (1976)

  • As part of his training Brock drinks raw eggs, like the titular character in Rocky.
  • During Brock's training Hank says that he's going to make him "eat lightning and crap thunder." The same line was used by Burgess Meredith's character Mickey in the first Rocky movie.


  • Brock Samson mentions taking out a sniper by ripping off an alligator's jawbone and using at as a throwing weapon, which is similar to how Samson, the biblical figure that Brock is named after, was said to have slain an army using a donkey's jawbone. (Brock has also used the jawbone of a Monarch henchman as weapon in another episode.)

Studio 54

  • Dr. Venture says one of the stripper's faces had more lines on it than a mirror at Studio 54. Studio 54 was a popular disco in New York City that operated sporadically between 1976 and 1995. In the late '70s the club was famous for excessive hedonism, including rampant drug use. One of the main decorations at the time was a giant coke spoon.

Swan Song Records

  • When the O.S.I. instructor questions the winged figure Brock drew on the written exam, the bodyguard refers to it as "Icarus". The figure is the logo of Swan Song Records, which was founded by Brock's favorite band, Led Zeppelin. Although it is based on an 1869 William Rimmer painting of the sun god Apollo entitled Evening (or Fall of Day), the modified version is thought to refer to Icarus.[2]

The Fly (1986)

  • When Dr. Venture is turned into a caterpillar, he warns Hank that he may soon turn into something dangerous that might try to kill the boys, and demands to know if Hank knows how to fire a shotgun (presumably, to euthanize Venture before he can harm his sons). This is a reference to David Cronenberg's 1986 film remake The Fly, in which the creator of a teleportation device fuses with a fly, becoming a horrible insect hybrid, and in the end is euthanized with a shotgun blast to the head.

Tooth fairy

  • After Dr. Venture sheds his human skin and morphs into a caterpillar, Hank says that if his father were to put his dermis under his pillow the Tooth Fairy would "probably give him like a grand" for it.


  • Dr. Venture claims his father invented UNIVAC. UNIVAC (Universal Automatic Computer) was a line of electronic digital stored-program computers developed in the 1950s. The line began under the Eckert–Mauchly Computer Corporation, a company that manufactured some of the earliest computers. Its founders were responsible for building ENIAC in the 1940s, long thought to be the first electronic computer capable of solving a full range of computing problems.


  • Dean shouts out "Yahtzee!" when Hank hits him.

Production Notes[]

  • One of the animation directors (Kimson Albert) has a "nickname" inserted into his credits. The nickname is an unusual line or word from the preceding episode. For this episode, the credit reads Kimson "all out of condom" Albert.
  • The episode's title is a combination of "mid-life crisis" (the depression Brock and Venture experience) and chrysalis (the pupal phase of a butterfly's life). Doc Hammer has stated he felt this was a great title.[3]
  • During this episode's DVD commentary, Jackson Publick expresses surprise at the references he "got away with" in Mid-Life Chrysalis, including strippers, supposed anarchists, and an abortion joke. He stated that the "little black boxes" censoring nudity and near-nudity only made the episode funnier.[3]
  • On the DVD commentary, Publick and Hammer discuss the inspiration for Dr. Venture's bar-hopping ensemble as being based on something they saw on a "bad clothing" website.[3]


  • At 19 minutes and 46 seconds into the episode: As Dr. Venture is spinning his cocoon, the camera rotates 180 degrees and the edge of the frame can be seen, just right of Hank.[3]


Mid-Life Chrysalis (transcript)


Preceded by:
"Ice Station - Impossible!"
The Venture Bros. episodes
Original Airdate:
September 25, 2004
Followed by:
"Are You There, God? It's Me, Dean"