Upgrade

"Upgrade" is the thirtieth televised episode of the series Gargoyles, and the seventeenth episode of Season 2. It originally aired on November 9, 1995.

• Supervising Producers: Frank Paur, Greg Weisman
• Written by: Adam Gilad
• Story Edited by: Gary Sperling
• Directed by: Frank Paur
• Animation by: Koko Entertainment, Col. LTD
• Storyboard by: Brad Rader
• Backgrounds by: Koko Entertainment, Col. LTD
• Additional Production Facilities: Seoul Movie Co., LTD

Summary

Main Plot

Coyote offers the Pack dramatic alterations to their bodies since they have become a pathetic group of fugitives. Jackal and Hyena become cyborgs, while Wolf is mutated into the image of his animal namesake. Through Coyote's instruction, the Pack lures Goliath, Hudson, Elisa and Bronx into a trap and holds them hostage. Thanks to a tip from Fox through a television commercial, Brooklyn leads the Trio to the Pack's hideout and the gargoyles use teamwork to defeat them.

Subplots

Dingo has become disheartened with his membership to the Pack. He's not happy that they have sunk to bank robbery. When offered an upgrade, he opts to dress in battle armor rather than mutilating his body like his teammates. Though he does aid the others in trying to kill the clan, he leaves the team afterward.

The gargoyles spot the Pack robbing a bank and go to intercept them. Goliath is injured in the struggle. Hudson urges Goliath to choose a Second in Command from the Trio, but Goliath keeps his decision to himself for a month, fearing that the Trio would end their friendship over it. After the three young gargoyles rescue him and the others, however, Goliath realizes that they will always remain a team, and so appoints Brooklyn as his Second in Command.

The Trio are at odds with one another during the ensuing month before Goliath makes his choice. They begin engaging in nightly arguments and competitions. However, after Brooklyn proves himself by showing leadership qualities and his talent for tactics coming up with a plan to saves his clan mates, both Broadway and Lexington agree that Goliath made the correct choice.

In contrast to the gargoyles, the Pack chooses between Wolf and Coyote as their new leader, and Coyote wins by democratic vote.

Xanatos and Fox are playing a game of chess throughout the episode, revealing a much more dangerous game is going on. Xanatos had Coyote lead the Pack in going after the gargoyles, while Fox produced a commercial tipping the trio off to the location of the Pack's hideout. The whole setup is put together so that Xanatos and Fox could choose sides and entertain themselves by controlling people's lives.

The Story

Previously on Gargoyles

• Recap: ("Leader of the Pack")

Act One

Destroying a vault door with an explosive, Wolf, Jackal, Hyena, and Dingo attempt to rob a bank. Dingo expresses his displeasure about what The Pack has become. They each manage to fill a duffle bag with stolen money. While they make their withdrawals, Goliath and the Trio spot their aircraft. Lexington is eager to engage in a rematch, but Goliath reminds everyone that the Pack remain formidable foes. As the Pack climb out the bank's skylight windows, Lexington and Broadway ambush Hyena and Jackal respectively. Dingo provides cover and Goliath pulls Lexington away from the line of fire. Climbing onto the roof, Wolf insists to Dingo that they save Goliath for him. Brooklyn snaps off an exhaust pipe and knocks Dingo's gun out of his hands. Wolf returns a blow upon Brooklyn with his duffel bag of stolen money. Broadway then swoops in to attack Jackal, slashing his duffle bag's strap in the process. Jackal fires a taser-flashbang at Broadway, which does stun him for a moment, before making him angry. Broadway proceeds to pound Jackal before flinging him onto the Pack's hovercraft. Hyena sees her brother injured and attempts to go to him, when Lexington pins her to the rooftop. Before Wolf can sneak up on Brooklyn, Goliath grabs Wolf by the waist and tosses him towards the skylight and Dingo. Dingo pulls out a grenade, explaining to Wolf that if they can take out Goliath the fight will be theirs. The grenade electrocutes and badly injures Goliath. The Pack make their escape as the Trio rush to Goliath's aid. Last to board, Wolf shouts "This isn't over!" Lexington is uneasy about the Pack getting away, but Brooklyn declares that helping Goliath is more important.

In the hovercraft, Wolf grumbles that they should have finished the gargoyles off. Hyena reminds him, while tending to Jackal's injuries, that the only member to successfully get away with any of the stolen money was Dingo. Suddenly the Pack hears knocking outside the still-flying hovercraft. Wolf goes to open the door, prepared to fire, and is surprised to see the floating Coyote robot's severed head, asking if he can come inside.

At the Clock Tower, Hudson helps a bandaged Goliath to the recliner, informing him that he needs to choose a new second-in-command. Goliath initially suggests Hudson; Hudson declines, explaining that Goliath was his second, and that it shouldn't go in reverse. He then reminds Goliath that the Trio are three capable warriors that can fulfill the position.

As the Sun rises, the Pack's hovercraft is now submersed and hidden beneath the Hudson River. Ribs and arm bandaged, Jackal is suspicious of the robotic Coyote head, but Hyena opts to first hear what Coyote has to say. Thanking Hyena for the opportunity, Coyote offers the Pack his assistance in regards to the gargoyles. Wolf immediately dismisses the offer and prepares to jettison the robot head into the river, but not before Coyote hints at untapped resources at the Pack's disposal, catching Dingo's ear. Accessing a monitor on the airship, Coyote offers the Pack the opportunity to be upgraded with genetic engineering, cybernetics, armor, and robotic-related technology . . . complements of Xanatos Enterprises.

At the Eyrie Building, Fox and David Xanatos begin a little game in his office.

One month later, the Trio have grown steadily more at odds over Goliath's inability to choose one of them as a second. As they leave the Clock Tower to patrol the city, Elisa informs Goliath and Hudson that a SWAT team have cornered the Pack at an abandoned building. Goliath wants to regroup with the Trio regarding this latest development, but Elisa insists there's no time.

At the abandoned building, the SWAT team fire tear gas, only for the building to unexpectedly explode as Coyote's head flies about, locating Elisa, Goliath, Hudson, and Bronx at the unfinished building across the street. Coyote explains the explosion was meant as a distraction for the bystanders, while the "real action" is revealed to be a newly upgraded Pack. Dingo has new flying battle armor, Hyena and Jackal are cyborgs, while Wolf is now a Mutate. Hudson is in disbelief at the Pack's transformation, describing them as beyond even what the Archmage was capable of creating. Hyena knocks Elisa unconscious and Dingo's armor proves to be more than a match for Goliath. Wolf lifts and throws Goliath before he gets tackled by Hudson. Goliath spots the flying Coyote head, concluding the robot to be the source of the trouble. Bronx manages to tear Jackal's cybernetic arm off from the elbow, only to be surprised when the arm wriggles free and reattaches itself to Jackal. Bronx is soon knocked out by the cyborg, and joins the subdued pile made up of Elisa and Hudson.

Act Two

Goliath is ambushed by Coyote and his new, larger robot body. His capture as "the biggest gargoyle" is used by Coyote to once more secure his position as leader of the Pack despite protests from Wolf. Dingo comments he can't believe what his teammates chose to do to themselves, while Wolf declares that he, Jackal, and Hyena only did what he wasn't brave enough to do.

The Trio return to the Clock Tower, competing to see who stopped the most street crime for the night. They soon realize that the rest of the clan is missing.

At a train junction at three in the morning, the Pack hold Goliath, Elisa, Hudson, and Bronx captive in stasis tubes. Wolf is impatient to finally defeat Goliath once and for all, but Coyote reminds them of the plan to release Bronx with a tracker in the next hour and a half, with Hyena cackling that will leave just enough time for Bronx to find his way back to where the gargoyles sleep, defenseless from the Pack's eventual attack after sunrise. Despite the logic to the plan, Wolf still grows impatient.

In the middle of their game at the Eyrie Building, Xanatos notes that Fox appears to be in check. Their chess pieces are revealed to be miniatures of the Manhattan Clan and the Pack. Fox retorts that she still has a few moves left.

While Lexington and Broadway contemplate where the others might be, Brooklyn calls them to the television newscast reporting on the explosion of the abandoned building from earlier that night and the Pack's involvement. As they race to go to the scene of the explosion, Lexington recognizes the voice of a paid advertisement to be that of Fox herself. The message provides clues to the Pack's location. Broadway quickly figures the message is intended to be a trap, but Brooklyn reminds his brothers that there is little choice in the matter when the others might be in danger.

Xanatos remarks how clever Fox's latest move was in their game.

Act Three

As they continue their game with the Manhattan Clan and the Pack, Xanatos tells Fox that he still has "the edge".

Coyote puts the collar with the tracking device on a still-subdued Bronx. Wolf continues to argue that they ditch Coyote's plan and prioritize finishing off their captives instead. Hyena outright rejects the alternative plan, insisting Coyote's plan is a good one. Dingo takes the moment to criticize once more the choice his teammates made with their upgrades, feeling he's become part of a freak show.

The Trio arrive at the hideout and are surprised to see the upgraded Pack. While Lexington wants to jump into the thick of it once more, Brooklyn comments that this Pack was able to capture and trap Goliath. Lexington and Broadway assert that they aren't afraid to fight without Goliath, but Brooklyn declares that he does have a plan to divide and conquer. He first swoops in and pins the armored Dingo to ground with an iron beam, then immediately flies off, prompting Wolf and Jackal to chase after him. Coyote instructs the two that they should let the gargoyles come to them, but it falls on deaf ears. Dingo agrees with Coyote's assessment and tells Hyena that they best stick together. Shortly after, Lexington sneaks in and kills the lights and power. In the dark, Broadway takes Dingo's helmet and smashes the stasis tubes holding Goliath, Elisa, and Hudson. Broadway races to their aid, only to be smacked away by Coyote. Using her cybernetics, Hyena's hand becomes a particle beam device, firing at Lexington. Dingo flies after Lexington but ultimately gets himself wedged into the roof of the building. He manages to break free and flies off. Lexington pursues him through the same hole and Hyena chases after him on all fours.

On the tracks, Wolf attacks Brooklyn with a truss support, eventually getting cornered by Jackal and knocked down onto a lower track. Coyote has Broadway immobilized with his robotic grip, but Bronx tackles the robot, freeing Broadway. Hyena continues to fire upon Lexington, wondering aloud whether gargoyles taste like chicken. Dingo flies by to swoop upon the distracted Lexington. Lexington wrestle himself free and catapults Dingo into crashing onto the rooftop below. Before Coyote can dispense with Bronx, he gets impaled by Goliath with a steel beam. Lexington attempts to take Hyena by surprise, but her cybernetics overpower him, and soon enough her limbs have become disjointed and spidery, allowing her to piggyback on the gargoyle as Lexington tries to glide away. Before she can tase him with her claws, Broadway flies in to punch her off Lexington's back. The two acknowledge each other's strengths as partners. Jackal meanwhile continues to attack Brooklyn, once again losing an arm and once more able to reattach it. Wolf tries to jump into the fight only for Hudson to land on his back. Wolf tells Jackal to finish Brooklyn off, figuring that if Hudson is awake then so is Goliath. Jackal continues to toy with Brooklyn, his upgrade allowing him to fire and reload his claws. Brooklyn is backed into a concrete wall, and Jackal proceeds to carve through it with his claws. One of his claws gets stuck at a wall's thicker section, allowing Brooklyn to escape, grab a wooden plank off the nearby track and knock out Jackal, once more severing his cybernetic arm, still stuck in the concrete wall. Brooklyn goes to where Hudson and Wolf continue their fight. Wolf knocks Hudson's sword away and it lands on the track's electric third rail. By this point Wolf's mutations have made him more unrecognizable and as he attempts to pick up Hudson's sword, he gets electrified by the third rail's current.

Dingo regains consciousness and concludes it was crazy to have stayed with the Pack after seeing the choices they made with their upgrades. Elisa prevents his escape by capturing him with an industrial magnet. Coyote manages to knock down Goliath and Bronx, but is soon overwhelmed by the entire Manhattan Clan. Coyote attempts to protect his robotic head with a metal cover, but Goliath pries it open and crushes the robot head. Headless, the upgraded Coyote body moves about attacking randomly, before it is ultimately pushed onto a track and destroyed by an oncoming train. Elisa figures the crash would have caught someone's attention on the train, and tells the gargoyles they should go. Goliath makes a point of ensuring the Pack doesn't escape this time around, leaving them for the police tied up in chains and bent steel beams.

Goliath chooses Brooklyn as his second-in-command, explaining that he made his choice weeks ago, but was worried the decision would drive a wedge between the Trio. The events of the night, however, have proved his concerns to be unfounded. The rest of clan the congratulate Brooklyn, while he asks Goliath to be careful, stating that he's in "no hurry" to take his place as Leader of the clan.

With a final move of the Goliath chess piece knocking out the Coyote chess piece, Fox wins the little game she was playing against Xanatos. Despite the loss, Xanatos states that he is still the winner in that he has found a true equal. He invites her to a new game.

Featured Characters and First Appearances

Gargoyles	Humans	Others
Goliath Brooklyn Broadway Lexington Hudson Bronx Coldstone (No Lines)	Wolf Jackal Hyena Dingo Talon (No Lines) David Xanatos Fox Elisa Maza Archmage (Mentioned Only) Phil Travanti Morgan Morgan	Coyote 2.0 (First Appearance) Coyote 1.0 (No Lines)

Objects
Gargoyles & Pack Chess Set

Quotes

• "We can't just let them get away!"

"Helping Goliath is more important." - Lexington and Brooklyn

• "What's the catch?"

"Please. It's all compliments of the hard working men and women of Xanatos Enterprises." - Jackal and Coyote

• "And so the game begins." - Xanatos

• "I hope you're not planning to eat your catch." - Dingo

• "You're not our leader, Wolf; you're barely our species!" - Dingo

• "You're not siding with this glorified toaster oven?"

"I find him very attractive."

"Well that's sicker than usual!" - Jackal and Hyena

• "If I was leader, I'd make sure that my clan knew where I was at all times!"

"If you were leader, I'd be somewhere else at all times." - Lexington and Broadway

• "Just follow the leader Wolf. His idea is a good one."

"A sight better than trading in pieces of your own body like used car parts."

"What's your problem?"

"I'm a partner in a freak show." - Hyena and Dingo

• "I wonder if gargoyles taste like chicken." - Hyena

• "Oh man, who did this?"

"What I want to know is, where do we take them? A hospital, a machine shop, or a vet!" - Phil Travanti and Morgan

• "Uh, Goliath? Be careful, huh? I'm in no hurry to take your place." - Brooklyn

• "Aren't you angry? I know you don't like to lose."

"But I have won, my darling. For in you, I have found a true equal. Care to play again?" - Fox and Xanatos

Continuity

The Pack appears for the first time since "Leader of the Pack", and Lexington is still mad at them following "The Thrill of the Hunt". They next appear (sans Dingo) in "Grief".

The half-Xanatos, half-robot head of Coyote is the head of Coyote 1.0 in "Leader of the Pack" which flew off at the end of the episode and was recovered by Xanatos. The head is later incorporated into Coyote 2.0 and eventually destroyed (crushed by Goliath). Nevertheless, the image of the half-Xanatos, half-robot face is used in each subsequent incarnation of Coyote.

The image of Talon during Coyote's "sales pitch" uses the character design that was introduced in "The Cage" (which hadn't taken place yet and first aired after "Upgrade"'s first airing) rather than the one from "Metamorphosis". There are also shots of Coldstone, Coyote 1.0 from "Leader of the Pack", and Xanatos in his gargoyle armor from "The Edge".

Officer Morgan is one of the police officers who show up at the end to arrest the Pack; he jokingly wonders whether they should be taken to "a hospital, a machine shop, or a vet".

At the end of the gargoyles' opening battle with the Pack, Wolf shouts just before fleeing, "This isn't over!" - the same words that Hakon shouted after being initially driven off by the gargoyles in "Awakening: Part One". It isn't until "Vendettas", however, that we discover how significant this is.

In this episode, each member of the Pack receives a specific upgrade. Wolf is mutated into a werewolf-like form by Gen-U-Tech (in "Estranged", it is revealed that Sevarius handled the operation). Jackal and Hyena become cyborgs. Dingo starts wearing a suit of power armor.

Dingo appears as a member of the Pack for the last time, already shocked that the depths to which his teammates have fallen. He next appears in "Walkabout".

Brooklyn, because of his obvious talent for leadership and tactics, is officially appointed as Goliath's second-in-command. By his own admission he is in no hurry to take the top spot, foreshadowing the events of "Kingdom".

Hudson mentions the Archmage in passing, foreshadowing the events of "Avalon" Part Two.

Toon Disney/Disney XD Edits

They cut the scene where Jackal's disembodied arm hangs limply from the wall after Brooklyn beans him with the wooden board. It cuts from Brooklyn swinging the board at the camera to him climbing out of the trench.

Also, the cut the scene where Coyote's body gets hit by the train. It goes from Goliath and Broadway pushing him onto the tracks, to the side view of the train zooming past.

What makes these edits interesting is that Jackal's arm was seen getting pulled off and reattached throughout the episode, and the scene where Goliath crushes Coyote's head is left apparently uncut.

DVD Release

• Gargoyles: Season Two, Volume One

See Also

• Background Memo
• Greg's Ramble
• Extensive Synopsis and Review
• Voices from the Eyrie Deep Dive

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