Level Up
Created byDerek Guiley
David Schneiderman
Written by
  • Derek Guiley & David Schneiderman
  • Matt Burnett
  • Matt Goldman
  • Ben Levin
  • Julie Whitesell
  • Peter Murrieta
Directed by
ComposersPaul Robb
Michael Gatt
Michael Kotch
Country of originUnited States
Original languageEnglish
No. of seasons2
No. of episodes35 (list of episodes)
Executive producers
  • Peter Lhotka
  • Karen Mayeda-Vranek[c]
  • Peter DeLuise[d]
Production locationsVancouver, British Columbia, Canada
CinematographyPhilip Linzey
  • Geoffrey O'Brien
  • Lee Haugen
  • Scott Richter
  • David Kaldor
  • Pam Marshall
Camera setupFilm; Single camera
Running time22 minutes
Production companiesD and D Productions[1]
Alive and Kicking, Inc.
Cartoon Network Studios
DistributorWarner Bros. Television Distribution
Original networkCartoon Network
Original releaseJanuary 24, 2012 (2012-01-24) –
February 19, 2013 (2013-02-19)

Level Up is a live-action television series that aired on Cartoon Network.[2] A film with the same title, which served as a pilot for the series, premiered on November 23, 2011.[3] The series aired from January 24, 2012, to February 19, 2013.[2][4] Level Up was the second Cartoon Network show spawned from a live-action movie, with the first being Out of Jimmy's Head.


After high schoolers Wyatt, Lyle, Dante and Angie unwittingly open a portal from a video game called Maldark: Conqueror of All Worlds into the real world, characters from the game and the Internet start leaking into the real world of the four teenage characters. The group consequently finds itself balancing its members' everyday lives with the extraordinary things that show up in their town from the virtual world which always resorts to using NeverFail to help send the monsters back into the game by "barding" them.


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Some of the Leaks are creatures from "Conqueror of All Worlds" that have leaked into Earth. There were also other Leaks that come from anything associated with the Internet. The following are listed in order of appearance:

Other characters


Series overview

SeasonEpisodesOriginally aired
First airedLast aired
Pilot filmNovember 23, 2011 (2011-11-23)
122January 24, 2012 (2012-01-24)September 18, 2012 (2012-09-18)
213October 23, 2012 (2012-10-23)February 19, 2013 (2013-02-19)

Pilot film (2011)

TitleDirected byWritten byOriginal air dateU.S. viewers
Level UpPeter LauerDerek Guiley & David SchneidermanNovember 23, 2011 (2011-11-23)2.549[6]
Four completely different regular high school teenagers take on a dark leader named Maldark, who goes haywire by escaping from a video game and brings in havoc by bringing in various different monsters (such as Ghouls, Trolls, etc.) to the real world, and where a battle becomes released. Now the four teens must fight together for experience, take out Maldark and his minions and save the real world.

Season 1 (2012)

No. in
TitleDirected byWritten byOriginal air dateProd.
U.S. viewers
11"Barbarian"Michael RohlDerek Guiley & David SchneidermanJanuary 24, 2012 (2012-01-24)106[7]2.09[8]
The gang decide to make use of a Barbarian who has made his way to the real world.
22"A Heart-Worming Tale"Michael RobisonMatt Burnett & Ben LevinJanuary 31, 2012 (2012-01-31)110[7]1.77[9]
The gang find a network of magic passageways, but using them soon leads to chaos.
33"Wyatt Presents: Avatar in 3D"Michael RobisonJulie WhitesellFebruary 7, 2012 (2012-02-07)109[7]1.68[10]
Wyatt's avatar Black Death leaks from the game, and he decides to capitalize on the situation by having the avatar help him impress a girl.
44"Bicyclops"Victor GonzalezNatalie Antoci & Gretchen EndersFebruary 14, 2012 (2012-02-14)112[7]1.75[11]
The gang want to keep a pair of magic glasses (that can detect other people's thoughts), but a Bicyclops from the game has other plans.
55"Leroy"Savage Steve HollandMatt GoldmanFebruary 20, 2012 (2012-02-20)108[7]1.40[12]

Lyle's old friend Leroy comes to town and treats everyone badly.

Note: This episode originally aired after the 2012 Hall of Game Awards on Cartoon Network[when?], and after that did not air again until March 6, 2012 and was advertised as a new episode.
66"Hampire Weeknight"Jonathan JudgeDerek Guiley & David SchneidermanFebruary 21, 2012 (2012-02-21)116[7]1.70[13]
Maldark sends a Hampire (a creature that's part vampire, part hamster) to Earth where it is let loose in the school by accident by Angie.
77"Sole Provider"Savage Steve HollandPeter MurrietaFebruary 28, 2012 (2012-02-28)107[7]1.53[14]
After defeating a Rainbow Rider from the game, the trio finds a pair of magical super-speed boots. Instead of storing them, however, Dante decides to use them for his own purposes.
88"Max Squared"Peter DeLuiseMatt Burnett & Ben LevinMarch 13, 2012 (2012-03-13)102[15]1.51[16]
Dante is having problems with his mom constantly bugging him. When an internet dating profile of Max Ross leaks out, it solves one problem while creating a new one.
99"Blast-a-ton 2.0"Peter DeLuiseMatt Burnett & Ben LevinApril 3, 2012 (2012-04-03)113[17]1.41[18]
Wyatt obtains a new weapon upgrade that makes him mad with power.
1010"Charm Bracelet"Michael RohlJulie WhitesellApril 10, 2012 (2012-04-10)105[17]1.18[19]
Lyle's dad wants him to run for class president, but Lyle does not want to. So Angie runs for class president, and the guys decide to give her a boost with a magic bracelet from the game.
1111"You Don't Know Jack"Victor GonzalezPeter MurrietaApril 17, 2012 (2012-04-17)111[17]1.27[20]
Dante's favorite story character Jack from Jack and the Beanstalk leaks from an e-book into the real world, and Dante is soon disappointed by Jack when it turns out that he still continues stealing even when the giant from the story leaks into the real world in pursuit of Jack to get back the items that were stolen from him.
1212"Headquarters"Henry ChanMatt GoldmanApril 24, 2012 (2012-04-24)103[17]1.46[21]

The guys set up shop in Max's warehouse and decide to throw a party that doesn't go as planned.

Note: This episode occurs after "Wanted" but before the rest of the episodes in the timeline due to episodes being aired out of production order.
1313"Acid Spittin' Mini Dragon"Jonathan JudgeMatt GoldmanJune 5, 2012 (2012-06-05)115[22]1.89[23]
While Wyatt spends time hanging out with Angie's little brother, Dante and Lyle face off against a tough new enemy in the form of an Acid-Spitting Mini Dragon.
1414"Leveling Up"Peter DeLuisePeter MurrietaJune 12, 2012 (2012-06-12)101[22]1.54[24]
When Dante's procrastinating causes an NPC named Sir Guy to leak from the game, he is forced to take the responsibility for it in the form of helping Sir Guy complete side quests to defeat an elite Five-Armed Blood Marauder.
1515"The Conspiracy Club"Michael RobisonDerek Guiley & David SchneidermanJune 26, 2012 (2012-06-26)114 [22]1.74 [25]
The boys must join a new club at school to see how close they are to exposing their secret lives while at the same time pursuing a dangerous Skunkbear.
1616"Wanted"Henry ChanDerek Guiley & David SchneidermanJuly 3, 2012 (2012-07-03)104[26]1.22[27]

In a prequel to the TV series, Wyatt finds a bounty hunter trying to kill him, but no matter how hard he tries, he can't convince Lyle or Dante that it even exists.

Note: This episode occurs after the pilot but before "Headquarters" in the timeline due to episodes being aired out of production order.
1717"The Dark Marts"Jon RosenbaumJulie WhitesellJuly 31, 2012 (2012-07-31)118[26]1.18[28]
A merchant leaks out from the game, and Max uses him to announce his new expansion pack. But when he tries to rule the world, NeverFail has a tough time defeating him.
1818"The Swirling Giver"Jon RosenbaumJulie WhitesellAugust 14, 2012 (2012-08-14)1171.31[29]
A leak from the game lends Lyle some gold. Then, in order for Lyle to repay him, the Swirling Giver tells him to bring in Dante so he can eat his face.
1919"Invizio's Revenge"Alex WinterMatt Burnett & Ben LevinAugust 21, 2012 (2012-08-21)1191.19[30]
A ghost leaks into the high school where it ends up haunting it. Meanwhile, a television crew does a story on Lyle.
2020"Heckfire Tiger"Alex WinterRichard GoodmanSeptember 4, 2012 (2012-09-04)1201.25[31]
The high school football team starts to get involved in the game and cause an automated moderator to leak from it.
2121"Wyatt Crosses Over"Peter DeLuiseNatalie Antoci & Gretchen EndersSeptember 11, 2012 (2012-09-11)1211.11 [32]
Wyatt gets a chance to transfer over to Cross Townhigh where his genius can be accepted. It's really a trick as a leak named Asp plans to weaken Never Fail on Maldark's behalf and beat them without their leader.
2222"So You Think You Can Go to the Dance?"Peter DeLuisePeter Murrieta, David Schneiderman & Derek GuileySeptember 18, 2012 (2012-09-18)1221.06 [33]
The gang plans a night off by attending the school dance. Unfortunately for them, Maldark has found a way to get to Earth so that he can attack it again.

Season 2 (2012–13)

No. in
TitleDirected byWritten byOriginal air date
231"Little HQ of Horrors"Savage Steve HollandDerek Guiley & David SchneidermanOctober 23, 2012 (2012-10-23)
Wyatt leaks out a vine to defeat Joaquin when his being good at everything gets him into a high school class, but it soon barrels out of control.
242"Lice Guys Bathe Last"Alex WinterMatt Burnett & Ben LevinOctober 30, 2012 (2012-10-30)
A zombie-like outbreak occurs when lice leak from the game.
253"Should She Stay or Should She Go"Peter DeLuiseMatt GoldmanNovember 6, 2012 (2012-11-06)
Angie competes in a Glamazonian death challenge.
264"Intelligence Potion #9"Peter DeLuiseJulie WhitesellNovember 13, 2012 (2012-11-13)
Dante becomes extremely smart from a magic potion that a wizard gave him, but the wizard wants to take over the world.
275"A Wizza's Best Friend"Peter DeLuiseMatt GoldmanNovember 20, 2012 (2012-11-20)
Lyle takes in a pet leaked from the game, but soon the government has custody of the creature. Yet Max had designed the pet so that if it doesn't receive proper love, it will explode.
286"A Leak Among Us"Alex WinterDerek Guiley & David SchneidermanNovember 27, 2012 (2012-11-27)
After secretly being aided by a mysterious leak that's blend itself amongst the citizens of Daventry Hills, Wyatt later becomes fast friends with his favorite author but this comic writer has a secret that Wyatt must hide from the gang.
297"Thomas Jeffer, Son of Frankenstein"Peter DeLuisePeter Murrieta & Matt GoldmanDecember 4, 2012 (2012-12-04)
Dante creates a bizarre monster for a school video project. But when the teacher gives Dante an 'F', he accidentally leaks out Dante Junior (a monstrous version of himself). So the gang has to leak out the original monster to help.
308"Max vs. Hideo"Peter DeLuiseMatt Burnett & Ben LevinJanuary 22, 2013 (2013-01-22)
Max's rival Hideo Nojima comes to town to destroy Max's business.
319"All Lies That Ends Lies"Peter DeLuisePeter MurrietaJanuary 29, 2013 (2013-01-29)
Lyle obtains a magic horseshoe from a centaur named Nessus in order to be good at the horseshoe toss during the Daventry Hills Father and Son Berrylympics. Wyatt tries to cover up the truth about his father. After getting suspended by Vice-Principal Elmhurst, Dante leaks out a blacksmith named John to pose as his dad for a Parent-Teacher Conference with her while trying to keep his mom from finding out what happened at school. Angie protests against the unfairness of girls not being able to compete in the Berrylympics.
3210"A Little Help Please"Savage Steve HollandJulie WhitesellFebruary 5, 2013 (2013-02-05)
When NeverFail defeats an Orc named King Okavango in "Conqueror of All Worlds", his former right-hand Orc Ochi leaks into Earth and manages to clean up NeverFail's hang-out.
3311"Dante and Angie's Mascor Skating Video"Victor GonzalezPeter MurrietaFebruary 12, 2013 (2013-02-12)
The gang braces themselves when angry teacher Mr. Cochrane returns to school, but Lyle is convinced that a zen approach can handle the problem.
3412"The 4 Harolds! What? Oh. the 4 Heralds!"Peter DeLuiseMatt GoldmanFebruary 19, 2013 (2013-02-19)

When the Heralds of the Maldarkian Apocalypse leak onto Earth, NeverFail turns to Joaquin for help.

Note: Joaquin finally learns the truth about the Leaks in this episode.
3513"War Hammer Time"Victor GonzalezGretchen EndersFebruary 19, 2013 (2013-02-19)
Joaquin questions his decision to join NeverFail as they try to help Joaquin make up his mind.

Home media

Region 1

DVD title Aspect ratio Time length Bonus features Release date
Level Up: The Movie[34] 1.78:1 190 minutes A never before seen episode of Level Up titled "Wanted" and a music video from the series. May 1, 2012


  1. ^ a b executive producer for Alive and Kicking, Inc.
  2. ^ a b c executive producer for Alive and Kicking, Inc.
  3. ^ co-producer
  4. ^ supervising producer


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