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Captain Underpants and the Invasion of the Incredibly Naughty Cafeteria Ladies from Outer Space (and the Subsequent Assault of the Equally Evil Lunchroom Zombie Nerds) is the third book of the Captain Underpants series by Dav Pilkey. It is notable for its long title, with 25 words. It was mentioned in the fifth book as "the book with the annoyingly long title".


The story begins by introducing to the reader to George Beard and Harold Hutchins, calling them kind, funny, smart, determined, and deep. However, their principal, Mr. Krupp would tell the reader that George and Harold are KINDa FUNNY-looking SMART alecks who are DETERMINED to drive everybody off the DEEP end. Despite his commentary, the narrator tells the reader not to listen to him, as George and Harold are very clever and good-hearted boys, their only problem being that they're fourth-graders and are expected to sit still in school and pay attention for seven hours a day (which the narrator explains George and Harold are not very good at doing.)

One dark, clear night in Piqua, Ohio, a flaming object was seen streaking across the quiet midnight sky. It shone brightly for a few seconds and then fizzled out just above Jerome Horwitz Elementary School without anyone giving it a second thought. The next day, everything seemed pretty normal, as none of the students or staff paid any attention to the roof or asked about the spaceship on top. Inside of the spaceship were three of the evilest, hideous, and merciless spacemen every to set foot on the roof of Jerome Horwitz elementary, named Zorx, Klax, and Jennifer. Their mission is to take over planet Earth, which they discuss by infiltrating the school and turning the children and teachers into large, super-powered evil zombie nerds. Jennifer tells her two teammates to wait until it is narratively convenient for their plan to work, and in the meantime, they will watch their every move on their trinocloscope.

Meanwhile, in science class early the same morning, George and Harold are imitating dog and cat noises with Mr. Fyde thinking there are actual animals in the room making the noises. The children assure him that they didn't hear anything, and George advises him to leave and go see a doctor. However, Mr. Fyde wants to start the day's big "volcano experiment", and all of the students groan. George and Harold then learn about the effects of mixing baking soda and vinegar together (the two ingredients don't mix and make a slimy sticky liquid before exploding). When Mr. Fyde continues to hear cat and dog noises, he leaves to go see a doctor. George and Harold decide to play a prank on the cafeteria ladies by giving them a recipe that involves mixing baking soda and vinegar. The recipe is disguised as a cupcake recipe, with instructions to make a set of cupcakes for Mr. Krupp's birthday.

The next day, George and Harold tape the recipe/birthday card onto the entrance of the kitchen. When the lunch ladies find the two pieces of paper, they decide to surprise Mr. Krupp and make cupcakes for the entire school. Instead of mixing a small amount of baking soda and vinegar, they mix a large amount into the mix. This causes the school to get covered in the slimy green mixture. George and Harold are shocked that the prank didn't go as they expected. The lunch ladies get mad at Mr. Krupp and quit (because he can't punish George and Harold because there's no proof that they did anything wrong). He even said that it was not his birthday. Mr. Krupp wonders where he is going to find three new lunch ladies by tomorrow morning.

Zorx, Klax, and Jennifer, badly disguised as humans, come in and take the open lunch lady job. Mr. Krupp is happy that the problem is out of the way now. He then calls George and Harold via the intercom and tells them to come to his office. They do so and Mr. Krupp punishes the duo by forbidding them from having any cafeteria food even though he clearly knows he has no proof they were responsible for the disaster that happened the day before. He states George and Harold from now have to pack their own lunches and eat in his office so he could keep an eye on them.

The next day, George and Harold bring their lunches to Mr. Krupp's office for lunch as per what Mr. Krupp told them. After Mr. Krupp is disgusted by the food that George and Harold are eating, which consists of weird sandwiches and chips with whipped cream, he leaves for some fresh air. George and Harold decide to go change the lunch menu while he is out. When they arrive at the sign, they see someone else has already altered the menu. They then see that the students and staff have been turned into Zombie Nerds. George and Harold then sneak into the kitchen and discover the cafeteria ladies are really aliens who have just fed Evil Zombie Nerd Milkshakes to the students and staff which is why almost everyone in the school has turned into a zombie nerd. George and Harold learn of the spacemen's plans to feed super evil rapid growth juice to the zombie nerds tomorrow to make them huge and evil, so that way it would be easier to conquer Earth. George and Harold steal the growth juice and try to get rid of it by pouring it out the window, but they unintentionally pour it on a dandelion.

When the boys tried to prove to Mr. Krupp that the lunch ladies are aliens and that everyone has been turned into Zombie Nerds, however, Mr. Krupp laughs at them assuming they were lying. So he calls Edith Anthrope into his office and she comes as a Zombie Nerd and takes a huge bite of Mr. Krupp's walnut made desk. As he sees this happen he is in shock. George and Harold then take Mr. Krupp into the lunchroom but an alien disguised as a lunch lady sneaks behind and grabs Harold as he runs off accidentally pulling off the Alien's gloves. One of the aliens snaps his tentacle (a physical impossibility as noted by Harold) at them, George tries to get a cup of water to pour onto Mr. Krupp's head but it was too late. So Mr. Krupp becomes Captain Underpants due to the snap of the tentacle and dashes off running and right after that, the aliens block off the exit. George and Harold however defeat the aliens with a rolling pin and frying pan respectively. Captain Underpants returns, but he is too late as the aliens are already incapacitated. George and Harold ask where was he when they needed him. Captain Underpants reveals that he was at the shoe store ordering a cheeseburger. While they are arguing, the aliens order the zombie nerds to destroy Captain Underpants and his two friends. The trio get surrounded quickly, Captain Underpants demands the two boys to retreat to the Underwear Cave but they tell them there isn't anything like that around, so they escape by going on the school roof and into the alien spaceship.

Inside they find some Anti-Evil Zombie Nerd Juice, some Ultra Nasty Self-Destruct Juice, and some Extra Strength Super-Power Juice. The aliens however then suddenly come in and lock them in a cell, but luckily George and Harold hid the juice cartons they found behind their backs. Zorx starts the ship up so that the ship is hovering a few feet above the school. Klax then takes some Super Evil Rapid Growth Juice from the fridge so that the aliens can put the juice in the spray gun which will shower the juice over the zombie nerds. While laughing victoriously at their apparent victory, George and Harold swap the labels of the juice cartons and the signs of the spray gun and fuel tank, so the aliens pour self destruct juice into the fuel tank instead of rapid growth juice into the spray gun, which makes the spaceship explode.

Captain Underpants jumps off the spaceship with George and Harold, claiming that he can use toilet paper to swing onto the ground as he proclaimed that he did it in his last comic book George and Harold wrote earlier. Of course, the toilet paper breaks because it cannot support their weight, so the trio start falling to the ground fast, but Captain Underpants' cape then acts like a parachute, making them fall more slowly and gently to the ground. However, they, unfortunately, end up landing near the mutated dandelion, who then grabs Captain Underpants down with its teeth and knocks George and Harold onto the school roof. George and Harold give Captain Underpants some of the superpower juice to help him break free and defeat the dandelion. The juice gave him the ability of enhanced strength and flight the ability to fight.

After the dandelion is defeated, George wonders how to get the zombie nerds back to normal. Harold suggests using the anti-evil zombie nerd juice to fix the problem. George notes that he was hoping for something more dramatic, but as they are running out of pages they should do it. Mixing anti-evil zombie nerd juice with root beer and having all the zombies drink it, they turn everyone back to normal, but not before getting the Captain to dress back up like Mr. Krupp and pouring water on his head.

Something has changed about Mr. Krupp though because he drank the super-power juice, so now whenever he becomes Captain Underpants, he can fly and use other superpowers, thus making it harder for George and Harold to keep tabs on him (evident after a girl snaps her fingers in front of Mr. Krupp while she was listening to music). Instead of Harold and George looking out the window witnessing Captain Underpants running into the city, they are outside on his cape clinging on as he flies into the city instead.




  • At the end of the original printing of the book, there is an apology and giveaway aimed at those who "got in trouble" for saying "KA-BLOOSH!".
  • This is also the first time the word 'Ka-bloosh' is used. It will later be used again in Book 10.
  • There are 25 words in the title, as well as 167 characters (including spaces), this means it's the longest title in the whole series. This 'Annoyingly long title' will later be referenced in book 5
  • The Flip-O-Rama bubble on the cover has a E instead of an O because it's the digital version of the book.
  • This is currently the only book in the Captain Underpants saga without an example of alliteration in the title, whereas a large group of words begins with the same letter, not counting the first one.
  • The beginning comic marks the second appearance of George and Harold and is a parody of Star Wars.
  • When George and Harold are outside the Cafeteria on page 60 and 61, in Uk versions of the book right above the enter sign it reads: “Abandon Hope all ye who…”. This text is missing on the US releases.
  • This is also a reference to Dante Alighieri's Inferno where before entering Hell sinners must go through a gate with an inscription that reads "Abandon all Hope all ye who enter here".
  • Captain Underpants says "To the Underwear Cave!", making a parody of the Batcave from Batman.
  • This book is referenced in the fifth book: "NOOOO!" yelled Harold as he grabbed the juice carton. "This is the juice we got from that spaceship back in our third book!" "You mean the one with the annoyingly long title?" asked George."
  • The last sentence on page 35 is hidden by the green goop and is impossible to read. In some editions, the text is not hidden. It reads: "It billowed into bathrooms, and ballowed into . . ." 
  • If the back cover of the book mistakenly says 24 and 1/2 chapters, it is a rare book. Also, if other people's editions have no words on page 97, they have extremely rare books.
  • Captain Underpants gets his powers after drinking the Extra-Strength Superpower Juice, having the ability to fight and the power to fly (and possibly shoot extra pair of underwear that comes out of nowhere). His powers only seem to fully work when he is Captain Underpants.
  • We learn that Captain Underpants in reality knows of his recent adventures in the comic series George and Harold wrote of him.
  • This is the last full color book to have the bubbles on the cover.
  • Chapter 18's name in older printings was named "Space Slaves," Due to the word "Slaves" being offensive, In newer black and white and Full Color printings, It is now named "Space Captives."

4th wall breaks[]

  • Before the foreword comic, George and Harold speak directly to the reader.
  • Page 32: While the author mentions how a giant wave of green goop covered everything in school, one sentence reads "It traveled down the north, east, and west wings of this school, covering everything from the drinking fountains to the text on this page."
  • Page 89: When Captain Underpants returns (shortly after ordering a cheeseburger at a nearby shoe store) George asks him where he was during Chapter 15 when they needed him (during the incredibly graphic violence chapter).
  • Page 129: When Harold suggests his idea for conquering the evil zombie nerds and getting them to return to normal, George replies he was hoping for a more dramatic solution, but as they are running short of pages in the book, they could try it.



Main Books in Main Series
Captain Underpants
The Adventures of Captain UnderpantsCaptain Underpants and the Attack of the Talking ToiletsCaptain Underpants and the Invasion of the Incredibly Naughty Cafeteria Ladies from Outer Space (and the Subsequent Assault of the Equally Evil Lunchroom Zombie Nerds)Captain Underpants And The Perilous Plot of Professor PoopypantsCaptain Underpants and the Wrath of the Wicked Wedgie Woman • Captain Underpants and the Big Bad Battle of the Bionic Booger Boy ( Part 1) ( Part 2) • Captain Underpants and the Preposterous Plight of the Purple Potty PeopleCaptain Underpants and the Terrifying Return of Tippy TinkletrousersCaptain Underpants and the Revolting Revenge of the Radioactive Robo-BoxersCaptain Underpants and the Tyrannical Retaliation of the Turbo Toilet 2000Captain Underpants and the Sensational Saga of Sir Stinks-A-Lot
Super Diaper Baby
The Adventures of Super Diaper BabySuper Diaper Baby 2: Invasion of the Potty SnatchersSuper Diaper Baby 2½Super Diaper Baby 3: Petey’s Revenge
Ook and Gluk
The Adventures of Ook and Gluk: Kung-Fu Cavemen From the FutureThe Adventures of Ook and Gluk Jr.: Kung-Fu Cavekids in Outer Space
Dog Man
Dog ManDog Man: UnleashedDog Man: A Tale of Two KittiesDog Man and Cat KidDog Man: Lord of the FLEASDog Man: Brawl of the WildDog Man: For Whom the Ball RollsDog Man: Fetch-22Dog Man: Grime and PunishmentDog Man: Mothering HeightsDog Man: Twenty Thousand Fleas Under the SeaDog Man: The Scarlet ShedderDog Man: Big Jim Begins
Cat Kid Comic Club
Cat Kid Comic ClubCat Kid Comic Club: PerspectivesCat Kid Comic Club: On PurposeCat Kid Comic Club: CollaborationsCat Kid Comic Club: Influencers