Mind Over Matter is the third episode of 3Below.
Krel builds a mind-reading device in hopes of blending in with humans. Elsewhere, General Morando dispatches bounty hunters to track down the royals.
At a bar, a news report says the royal family is presumed dead. Neb doesn't believe it. because they took off in a mothership. Foo Foo the Destroyer comes in and questions Neb about what he knows. Neb gives him the log. As Foo Foo goes to leave, another bounty hunter comes in and takes the log from him, killing everyone else in the bar.
Aja and Krel have finally figured out the cafeteria, but not as well as they think they have.
At home, Aja and Krel are told they are likely to be discovered soon. Varvatos tells them off, but learns that he has also contributed to that risk but attacking a walk signal. Mother has prepared some basic lessons for them, but they misunderstand all of them and at the end of the day, they have detention.
Eli watches their house from the outside. The Momblank scares him by turning her head all the way around and starts chasing him off the property. As Mother announces the bespectacled human's presence Varvatos declares that this nuisance must be dealt with before he exposes them to the entire planet. To that end, he proposes they annihilate him in the most agonizing manner possible; Aja remarks that there's definitely nothing inconspicuous about that. Varvatos insists they find out what Eli knows by torturing him; he also demands ten of his fingers, preferably thumbs. Aja asks why he doesn't do it himself and Krel answers that the great Commander Vex refuses to leave the Mothership. Varvatos can't go because he refuses to take on a human form anymore. Besides, he can learn from the television, which is showing a game show. Krel refuses to torture Eli. Varvatos ultimately relents but reminds they need to find out what's going on in Eli's mind, giving Krel an idea.
Aja finds Krel working on a mindreader so they can read Eli's thoughts. He tests it on Aja and it works.
Miss Janeth tells the students to think outside the box for their science fair projects because she doesn't want to grade any more baking soda volcanos. Aja and Krel follow her into the planetarium. Krel can hear the other students' thoughts as he walks around and gives them encouraging advice or compliments. They find Eli talking to Steve.
Eli is telling Steve what he saw. Steve doesn't believe him. Aja creates a distraction to draw Steve away from Eli so Krel can read Eli's thoughts.
Krel tells Eli that what he saw isn't what he thinks it is. As he's talking to Eli, he hears a voice that he knows isn't from Earth. He tries to follow, but can't keep up. He and Aja end up spinning on the model of the Milky Way.
Varvatos tells Aja and Krel they are confined to quarters. Krel protests that they're supposed to be fleeing a dictatorship, but Varvatos argues that a dictatorship is what they deserve, rhetorically asking how destroying a planetarium is less conspicuous than torture when they should've brought him Eli's thumbs. As he focuses his attention back on his game show, Aja insists that Krel heard the thoughts of an interplanetary lifeform. Varvatos argues that Earth has thousands of languages and suggests that Krel overheard a TV frequency. As Aja tries to protest, he declares that they will both remain aboard the Mothership for their own protection. A defeated Aja complains, "This sucks", leading Varvatos to assume Mother was losing air pressure before she clarifies that it's a human expression of discontent. Varvatos hotly retorts that TV had taught him his own human term and declares them grounded; he remarks to Luug that he thought it meant burying someone alive.
Aja and Krel sneak out of their house. They sneak past Varvatos, who is watching another game show.
Krel can't pick anything up. Aja wants to try. Krel doesn't want her to, but she does it and increases the range. She hears the thoughts of many people around town and becomes overwhelmed. Taking off the mindreader, she remarks that all humans believe themselves the center of the universe, always concerned about themselves and what others think of them. Being human is even hard for humans. Krel gives Aja the mindreader again and tells her to focus. She finds the alien voice. She hears him say their names. They head toward the voice.
Varvatos goes to check on Aja and speaks through her bedroom door that despite her frustration with him, he must remain true to his duty. Before he can open the door, he hears Aja's voice, insisting that she's fine and studying to become an A+ human. But as he is about to turn away, he hears Dadblank's voice issue next and bursts into the room, finding that Aja had programmed the blank to mimic her voice.
As he prepares for transduction, Varvatos complains that he, the commander of the Taylon Phalanx should not have to walk the Earth as a hobbled slorvath. Taking a glance at his cane, Varvatos tells Luug that he was meant for glorious battle, not babysitting.
They follow the voice and find Steve. Krel goes to confront him. They fight until Krel learns it wasn't him after all. Steve continues to try to fight until Aja pulls him off. Aja hears that Steve likes that about her. Aja then learns it's the burrito vendor. When he realizes they've found him out, he takes off. Aja follows, even when he throws tacos at her. She eventually gets knocked of her hoverboard and the mindreader breaks when it hits the ground. Krel and Aja continue the chase on foot. Luug soon joins them along with Varvatos, who is able to stop the truck. Stuart is delighted to see that it's Krel and Aja. He reveals his alien form.
Zeron Alpha and Zeron Omega prepare to go to Earth to find and capture Aja and Krel.
- Tatiana Maslany as Aja Tarron
- Diego Luna as Krel Tarron
- Nick Offerman as Varvatos Vex
- Glenn Close as Mothership
- Nick Frost as Stuart
- Darin De Paul as Zeron Alpha
- Ann Dowd as Zeron Omega
- Cheryl Hines as Momblank
- Tom Kenny as Dadblank/Foo Foo the Destroyer
- Lexi Medrano as Claire Nuñez
- Laraine Newman as Miss Janeth
- Cole Sand as Eli Pepperjack
- Charlie Saxton as Toby Domzalski
- Fred Tatasciore as Señor Uhl/Neb
- Lauren Tom as Mary Wang
- Thomas F. Wilson as Coach Lawrence
- Bebe Wood as Shannon
- Steven Yeun as Steve Palchuk
- Frank Welker as Luug
- Aja and Krel's three rules of humanity is similar to Jim's three rules of trollhunting. Coincidentally, they learn these rules by the third episodes ("Wherefore Art Thou, Trollhunter?" and "Mind Over Matter") of Trollhunters and 3Below respectively.
- Steve falls in love with Aja in this episode after she kicks him.
- Krel noted that Earth is located several million light years away from the center of the universe.
- Aja later notes that Akiridion-5 is 40,000 lightyears away from Earth in "Last Night on Earth".
- Claire's and Toby's voices could be heard while Aja is searching for the alien imposter.
- Toby mentions that he should take Darci to a laser-tag date, which means that this episode takes place during the Trollhunters episode, "Arcadia's Most Wanted". Toby can also be heard inside a police car as he speeds past Stuart's taco truck.