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"What Goes Down Must Come Up"
The Venture Bros. episode
What Goes Down Must Come Up.png
"Are you Rusty?"
Episode no. Season 3
Episode 7
Directed by Jackson Publick
Written by Jackson Publick
Production code 3-33
Original air date 13 July 2008
Episode Chronology
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"Dr. Quymn, Medicine Woman"
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"Tears of a Sea Cow"
List of The Venture Bros. episodes

What Goes Down Must Come Up is the seventh episode of Season 3 and the overall thirty-third episode of The Venture Bros.


The episode begins as Dr. Venture and Brock are in the Venture Compound hangar, renovating an excavation vehicle left behind by Jonas Venture Senior. While Brock is driving the vehicle out of a garage, Dr. Venture falls through a pair of ancient doors, which the vehicle then falls partly into. Topside, the vehicle has completely blocked any access below, so Brock descends through a nearby door, which is nearly rusted shut.

Brock and Dr. Venture quickly get lost in the labyrinthine sublevel, despite being in close proximity originally. Dr. Venture finds all the watch communicators are dead, but suddenly encounters a wild man similar in appearance to Keith Flint in The Prodigy's "Firestarter" music video.

Meanwhile, Brock has entered a darkened control room, and is instantly attacked by a six-inch tall man wielding a needle. Almost immediately, the door closes, trapping Brock inside the darkened room.

Topside, Hank and Dean have become suspicious of Brock and Dr. Venture's disappearance, and go into the Hangar to investigate. Being too afraid of the basement to descend and seek out the missing duo, they instead consult Dr. Orpheus for help, who in turn summons the other members of The Order of the Triad (much to their amusement) with a rhyming chant.

Down in the control room, Brock restores power and illuminates the room. The tiny man turns out to be Dr. Entmann, Jonas Venture Sr.'s onetime employee who has been trapped in the room for the last thirty years. Dr. Venture manages to establish communication with Brock via emergency wall phones, until he is captured by more subterranean lurkers—a little girl and three men in suits (dressed as the characters in The Art of Noise's Close (to the Edit) video).

The Triad descends into the basement to find Brock and Dr. Venture. By combining their powers, they enable Orpheus to use telepathy to locate the missing men. He establishes that they are safe, and begins to locate them, until all members of the Triad receive a horrible vision of a pixelated female face alternating with a demonic face. Terrified, the Triad retreats back to the surface. They remark on the horror of the experience, and how they can still smell sulfur, but Dean points out that Jefferson Twilight was so scared he defecated. Doctor Orpheus goes to seek counsel with his master, but not before admitting that he's excluding the other Triad members because The Alchemist is gay — and Jefferson has soiled himself.

Orpheus' master instructs him to call "tech support," which in this case is Pete White. White uses the video recordings in a room previously unknown to Hank and Dean, used to see all over the compound. He locates where Brock entered the basement but can't see further. Working underneath the console to fix this, the boys inadvertently bring the master computer, "M.U.T.H.E.R.," online. M.U.T.H.E.R. is a HAL-like computer that shows the same computerized feminine face that spooked the Triad. The computer instantly demands to speak to Dr. Jonas Venture Senior, and Dr. Entmann is terrified, telling Brock that this computer is completely irrational and dangerous.

Doctor Orpheus and the Triad come to visit White and the boys with pizza roll snacks. Upon seeing the pixelated facial representation of M.U.T.H.E.R., they immediately recognize it as the face from their terrible vision. M.U.T.H.E.R. now threatens to launch a nuclear missile if Dr. Jonas Venture Sr. is not presented. At this point it/she begins dialing up via modem. Pete White maintains optimism since the phone lines are old and the mainframe must be based from reel-to-reel tapes.

At this time, Thaddeus is brought into a large room filled with hordes of subterranean dwellers, all wearing tattered new wave garb and costumes. They all refer to themselves as "Rusty," and worship a loop of Doctor Venture Senior's edu-bed lessons on personal hygiene. Dr. Venture, fed up over this nonsense, takes away the punchcard program running the video and demands the dwellers take him topside, immediately. Instead, they set upon him. Around this time the Order of the Triad sets out in the drill vehicle to rescue Brock and Dr. Venture, and succeed in breaking into the control room where Brock and Dr. Entmann have been held up.

Meanwhile, Dr. Venture flees from the outraged horde. He stumbles upon a silo holding a nuclear missile and climbs to the top. The missile is launched by M.U.T.H.E.R. while Thaddeus haplessly holds on. Everyone watches the missile's emergence from the Venture Compound Command Console, helpless to stop it. However, seconds after it lifts off, the missile harmlessly plummets back to the earth and lands, unexploded, on the compound lawn to reveal Dr. Venture covered in human excrement. The basement dwellers have corrupted the missile's structural integrity through thirty years of using it as a toilet, rendering it inoperable.

Later, Dr. Venture is bolting the bay doors closed, and explains to Pete White that the subterranean area was an abandoned bomb shelter. In 1978, Dr. Venture Senior conducted a guided tour for orphans who were members of the Rusty Venture Fan Club. During the tour, M.U.T.H.E.R. went crazy and filled the shelter with mood-enhancing, presumably psychedelic gas. Jonas and M.U.T.H.E.R had gotten into an argument about how to treat the "survivors" living in the bomb shelter: Jonas felt that in the event of nuclear war, the survivors would be too depressed to continue functioning as a society, so he wanted to flood the shelter with low levels of hallucinogens for the first few days after its activation to try to medicate the survivors. However, M.U.T.H.E.R. angrily disagreed with this; Dr. Entmann explains that her response was comparable to "when your parents catch you smoking, and they make you smoke the whole freakin' pack as punishment": during the tour of the shelter Jonas was leading, M.U.T.H.E.R. released a massive overdose of hallucinogens into the bomb shelter. Jonas Venture led his team mates out in a hurried escape, but none of the adults attempted to save the children. Over the next 30 years, the children grew up and "de-evolved" as a combined result of the hallucinogenic gas, and their only source of contact with the outside world coming through transmissions of VH1 Classic they picked up due to a wiring error with Dr. Venture's cable hookup.

Meanwhile, Brock and Dr. Entmann present M.U.T.H.E.R. with Jonas Venture Sr. — as best they can — by playing the personal hygiene punchcard lesson for her.

Episode Cast[]

First Appearances[]

Connections to Other Episodes[]

Tears of a Sea Cow

  • When first entering the Venture Compound, The Monarch, 21, and 24 make note of the smell and say there must be a septic tank nearby. The episode Tears of a Sea Cow directly followed the events in What Goes Down Must Come Up, where the rocket used by the basement dwellers as a toilet collection system crashed, spilling its contents across the compound grounds.

Now Museum-Now You Don't

Cultural References[]

2001: A Space Odyssey (1968)

Alien (film franchise)

Archie Comics

Art of Noise

  • When Dr. Venture is caught off guard by a little girl in the tunnel, he turns and sees three adult subterranean dwellers with various wrecking tools. This is a visual reference to the Art of Noise music video for Close (to the Edit).


Beneath the Planet of the Apes (1970)

David Bowie

David Byrne


EarthBound (1994)

Genesis II (1973)

  • Some of the design elements for the underground bunker are taken from the scifi television pilot Genesis II.

Ghost Dog: The Way of the Samurai (1999)

Hank Pym

  • Dr. Entmann is a reference to Marvel Comics' Ant-Man (Hank Pym), as Brock mentions in conversation.
  • Dr. Entmann actually embodies two of Pym's alter-egos:
    • Giant Man, when he was the massive Humongoloid
    • Ant-Man, in his tiny form, although for the most part Hank Pym had active control of his size-altering powers.
  • Dr. Venture mentions that he believes the "Firestarter" wild-man is "spaced-up on yellow-jackets"; Yellowjacket was yet another of Hank Pym's alter-egos.

John 3:16

  • Pete White makes a sign reading "John 3:16"; this Bible verse reads "For God so loved the world that he gave his only begotten Son, that whoever believes in him shall not perish but have eternal life", a passage which echoes the obliteration of the subterranean dwellers at the hands of Rusty, the son of their "God".
  • This is also a reference to pop-culture mainstay Rollen Stewart, famous for attending sporting events in the 1980s and '90 wearing a rainbow-colored afro wig and holding up a sign reading "John 3:16".

The Buggles

The Exorcist (1973)

  • The subliminal flashes of a pixelated demon face alternating with the image of M.U.T.H.E.R. when Dr. Orpheus is scrying through the shelter's wall is a reference to the movie The Exorcist.

The Island of Doctor Moreau (1896)

  • The diction used in the subterranean dwellers' laws are based on that of the animal-men in The Island of Doctor Moreau, beginning with "Always to" or "Not to", e.g. "Always to wash hands and face" or "Not to go on all-fours".

The Prodigy

The Shining (1980)

  • The bomb shelter's hatch flooded with blood when the old Team Venture hallucinates from the gas, is a reference to the movie The Shining. Colonel Gentlemen's hallucination of himself being pleasured by rat man is also a reference to The Shining.

VH1 Classic

  • Many of the subterranean dwellers are dressed and act like characters from 1980s music videos (hence the statement that all they received were reruns from VH1 Classic.)

Wilhelm Scream


  • Dr. Venture mentions that he believes the "Firestarter" wild-man is "spaced-up on yellow-jackets"; Yellowjacket was yet another of Hank Pym's alter-egos.
  • "Yellowjackets" was a twentieth century street name for barbiturates.
  • Yellow Jacket is also an energy pill that used to contain ephedra and caffeine; it was similar to Mini Thins and could be used for weight loss.

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 What Goes Down Must Come Up the credit reads Kimson "Blacktion" Albert.
  • M.U.T.H.E.R.'s voice is credited as "Herself".


  • The basement dwellers as children use some of the same character designs as the children from The Buddy System. This is especially odd considering the sequence in which they were seen took place in 1978.
Preceded by:
"Dr. Quymn, Medicine Woman"
The Venture Bros. episodes
Original Airdate:
July 13, 2008
Followed by:
"Tears of a Sea Cow"