Headquarters is the second episode of Level Up.

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Neverfail found many pieces of bones that form an object. Gus asked Angie if she wanted to catch a movie but Angie said she was dating Steve Shmitt. Angie told Neverfail that Steve Shmitt was a polite way to reject people who want to date her, and that he isn't real. Neverfail told Max about the bones, and he gave them a HQ called the Beta House. There was a lot of stuff and Dante wanted to throw a party. Later, during school, Dante gave papers about a party at Neverfail's HQ, hosted by Steve Shmitt. Lyle agreed with the idea, and Wyatt did because Dante said that the party was a chance for him to get Alexis. They had the party, and a bunch of people came. There were lights, chairs, tables, food, games, and HQ's contents for people to mess with. Lyle took Alexis there and she said she knew Steve Shmitt, just to sound cool. Angie got countered by the Braces. They asked her why SHE could be the one to date Steve Shmitt. Angie said she took off her braces. Philbert said Steve Shmitt should add a half pipe, and Dante said Steve Shmitt was planning to. Alexis came to Wyatt and asked him out since he was supposedly Steve Shmitt's "best friend". Wyatt said yes and continued to talk to her. Weird Carol came and connected the bones. Lyle and Dante wanted to tell Wyatt about it, but decided he was having a really good time. Wyatt's leak detection app detected a leak and Neverfail and Angie needed to get everyone out since the leak was coming. Dante said there was a fire but Alexis said HQ was fire-proof. Lyle went to a stand near the roof and said "Escidaddle Dacker" and shot a lightning bolt. It hit Double Dash Dan and he started doing the Dinosaur. The people moved the dinosaur with the jersey near Double Dash Dan and did the Robot dance. The people still wouldn't leave, so Wyatt had to use Blast a ton. He moved it to HERO, and shot out a clown. The clown was creepy, so everyone left. Dante killed the clown and the mirror of bones started shaking. Then a jester with a trumpet mouth from Kajackisham came and gave them a silver trophy for building the mirror. Angie took it and put it somewhere. Then Wyatt said that they almost exposed there secret, but he almost got a date with Alexis because of Steve Shmitt. They all squirted cheese it there mouthes.