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Opposites Attack

Opposites Attack! is the fifteenth episode of Earthworm Jim, and the second episode of season two.

It was originally broadcast on September 14, 1996.


Evil Jim attempts to create evil versions of Jim's friends, with less than stellar results.


Evil Jim is seen using his chrono laser to turn Jim and Peter 80 years older. The now elderly Jim tells his sidekick that with great age comes great wisdom. Jim chokes on uses false teeth and spits them out, hitting the laser. However, this turns them into babies. Fortunately their "cuteness" turns out to be Evil Jim's weakness.

Later, Jim is knitting some antenna warmers for Princess What's-Her-Name , while Peter is cleaning everything in sight as there are germs everywhere. Jim asks Peter if it's strange that that a talking dog and a giant worm live together. Peter replies that a warthog lives down the street with a talking eggplant. Jim says that the universe is full of strange things, but Peter tells him to not patronize him.

At his secret headquarters, Evil Jim is depressed due to loneliness. He remarks how he is the only evil counterpart in the universe(This isn't true as Queen Slug-for-a-Butt is Princess What's-Her-Name's twin sister) before bursting into tears. Suddenly, he has an idea; he decides to build a device that would create evil counterparts of everyone in the universe. After finishing his new Negative Synthesizer, he tries testing it out on a snail, but it shorts out. Evil Jim decides to order a Negative Synthesizer. Four to six weeks later, Evil Jim test out his ordered Negative Synthesizer on the same snail. This time, an evil snail that moves very fast appears. Evil Jim decides to destroy his good counterpart, Earthworm Jim!

At The International House of Haggis, a waitress refuses to wash her hands. When she comes out of the bathroom, Jim shoots her with his blaster for breaking the law. Walter appears as Jim, Peter and The Princess's new waiter. Jim introduces him to the Princess. Walter tells Peter how to make haggis nuggets, but the puppy already knows. Suddenly, Evil Jim arrives at the diner. Jim invites Evil Jim to his table, but the latter refuses and uses Negative Synthesizer to create evil clones of Peter and The Princess in the form of Evil Peter and Evil Princess!

As the villainous trio precede to attack the heroes, Jim tells The Princess that this wasn't a date, but The Princess replies that this isn't any kind of date. Evil Jim tells them that they will have plenty time for bickering in the afterlife and orders Evil Peter and Evil Princess to destroy the heroes. Princess What's-Her-Name manages to overpower her vain and weak counterpart. Evil Jim manages to defeat Jim by throwing a drawer at him. Peter jumps on Evil Peter's foot, causing the evil puppy to transform. But, Peter realizes that if he becomes evil whenever he transforms, his evil counterpart becomes good. Good Monster Peter manages to maul Evil Peter and Evil Princess, which gives the heroes a chance to retreat. Evil Jim tickles Evil Peter back to his normal state and declares that they should capture their good counterparts.

At his secret headquarters, Jim recalls when he was taught by the Wolin Master via flashback. He decides that they should split up. The Princess uses the Pocket Rocket, Jim uses the Worm-Cycle and Peter uses the Worm-Pogo Stick. An anchorman interrupts the episode to give bring three seconds of dancing turtles before returning to the episode. In a canyon, Jim is chased by Evil Jim on his Evil Worm-Cycle, but notices that the bridge is out. In the skies, Evil Princess shoots her good counterpart, while the Princess realizes she forgot her big nasty gun. It is revealed that she left it at The International House of Haggis. In a desert, Peter and Evil Peter are having trouble with their pogo sticks.

Evil Peter tackles his good counterpart, causing the two to fall to the ground. The two puppies punch each other causing them to transform into their raging monster forms. They begin mauling each other and are evenly matched. They also tickle each other back to normal. This happens a few more times, until Peter finds himself unable to control his transformations, which gives Evil Peter the upper hand.

Evil Princess gets distracted when she notices that she broke a nail, causing her to crash. But the Princess gets sucked through a jet engine, defeating her and giving her evil counterpart the win.

Just before Jim can meet his doom, he uses his worm head to turn around and tackles Evil Jim. However, Evil Peter and Evil Princess(who asks Jim on a date) arrive with their captured good counterparts. Evil Jim orders Jim to surrender, which he does. Evil Jim tells Evil Peter and Evil Princess that if they want to make evil counterparts, they need help.

Later, the three evil counterparts head to The Fraternal Order of Space Villains, where they get help from three of Jim's arch-enemies, Queen Slug-for-a-Butt, Evil the Cat and Professor Monkey-For-A-Head, who wonder what they will get in return. Evil Jim tells them that they will not only get a whole universe of evil, but also reveals that he's handing over Jim, Peter and The Princess(who are locked in a cage) to them. Evil Jim tells Queen Slug-for-a-Butt, Evil the Cat and Professor Monkey-For-A-Head about his Negative Synthesizer, but accidentally drops the weapon, causing good counterparts of the villains to appear, much to Evil Jim's dismay.

Queen Slug-for-a-Butt is upset about having another twin. But as she is about to fire her scepter, her good counterpart takes it and tells her that it could poke an eye out.

Good the Cat(Evil's good counterpart), tries to become friends with Evil, but the later refuses and tries to use an acid fur ball to destroy him. However, Good neutralizes it with an antacid fur ball and precedes to kiss Evil, but the latter runs away.

Professor Monkey-For-A-Head asks his good counterpart if he's going to attack him. However, the two manage to relate to each other and become friends(The only major difference is Monkey Professor-For-A-Head that is pretty much what would happen if the Professor and the Monkey swapped brains and they became friends).

Jim tries to break free from the cage, but the Princess tells him that the cage doesn't have a lock. Jim then swipes the Negative Synthesizer from his evil counterpart and uses it to create good counterparts of Evil Jim. Peter and The Princess are confused at first, but they both realize that if Negative Synthesizer creates opposite counterparts and if Evil Jim is Jim's evil counterpart, Jim is simply making a bunch of clones. Evil Jim tells the other villains that this is going to hurt, but they have already figured that out. Jim and all of his clones precede to shoot their blasters at the six villains, causing The Fraternal Order of Space Villains to explode.

Later, Evil Jim is locked up in prison. He bursts into tears and tells Jim that all he ever wanted was a friend, someone that was evil like him. Touched by this, Jim tells his evil counterpart to not question his masculinity before breaking down sobbing. Jim then tells his his evil counterpart what he really needs is an evil cow. At that moment, an evil cow falls and crushes Evil Jim. The evil cow turns to the audience, explaining that he will destroy everyone starting with the lactose intolerant, before mooing evilly.



  • Terlawk
  • Evil Jim's Secret Headquarters
  • The International House of Haggis
  • Desert
  • The Fraternal Order of Space Villains
  • Terlawk Center For The Morally Challenged


  • In the beginning of the episode, Jim is knitting some antenna warmers for the Princess. This is later shown in the final episode, "For Whom The Jingle Bell Tolls".
  • Evil Jim states that he is the only evil twin in the universe, despite what Princess What's-Her-Name says later in the episode, "Just what I needed. Another evil twin."
  • This is the second appearance of Jim's former cellmate, Walter. His first appearance was in the first-season episode, Conqueror Worm. In the end of the episode, some graffiti on the wall is shown, reading "Walter was here".
  • Later on in the episode, Evil Princess says to Jim "Hey there, hot stuff. Wanna date?" It was never bought up again in the episode or even the entire series. This is most likely due this episode being her only appearance.



To see a transcript of "Opposites Attack!", click here.


To see a gallery of "Opposites Attack!", click here.



Earthworm Jim Cartoon S2 E02 Opposites Attack