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Chuck Versus First Class
Season 03, Episode 05
Air Date January 25, 2010
Writer Chris Fedak
Director Frederick Toye
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"Let me be a spy. Let me out of the car. I'm ready!"
― Chuck

Chuck Versus First Class is the fifth episode of season three, which aired on January 25, 2010. It is the fortieth episode overall.


Daniel Shaw sends Chuck on his first solo mission, undercover to Paris, but complications arise when he runs into a Ring operative on the plane.

Meanwhile, at the Buy More, Morgan has problems with the staff.

Full Story[]

As the episode begins, Chuck is alarmed by the presence of Shaw, having been appointed by Beckman to lead the team, and living down in Castle, particularly after learning from Casey that Chuck's performance is the subject of interviews the agent is holding with Sarah. At that moment, Shaw is questioning Sarah about whether Chuck is a real spy. Though Sarah answers yes, Shaw says that the mission reports say differently, reading like a Bond or comedy film.

Back at the Buy More, Chuck tells Casey that he can't escape his ridiculous covers if Shaw thinks that he's an idiot who got a computer dumped in his head. Shaw then summons Chuck to Castle, where he tells Chuck that it is not his approach to spy work that holds him back, but rather Casey and Sarah. Shaw assigns Chuck his first solo mission in Paris, which Chuck enthusiastically accepts over the misgivings of Sarah and Casey. Shaw grills Sarah over Chuck's qualifications as a spy. Sarah defends him, but also objects when Shaw orders Chuck onto his first solo mission.


After being briefed and equipped by Shaw, Chuck boards the flight, where he introduces himself to a fellow passenger, Hannah (Kristin Kreuk), with whom he begins to connect over drinks. They play guessing games about who the other passengers are, and when she points out a particularly massive man, Chuck flashes and identifies him as Ring close-combat expert Hugo Panzer, though he tells her he has no idea. When he checks in with Shaw and Sarah, Shaw reveals he knew Panzer would be on the flight all along and orders Chuck to recover a crypto key from Panzer which opens the Ring Intelligence Safe.

Chuck manages to drug Panzer, with a KGB Knockout Pen, and takes his baggage claim ticket. Shaw not fully briefing Chuck on Panzer's presence on the flight puts him at odds with Sarah, and Shaw confronts her about the truth of her feelings for Chuck. He reveals he knew she went "off grid" in Lisbon, which Sarah explains as being to bury Bryce's ashes there as it was where their first mission occurred. Shaw says that Sarah protects Chuck rather than pushing him to be the best spy he can be, and he speculates aloud whether she's actually part of the Ring.

Chuck sneaks into the cargo hold and recovers the key, but is confronted again by Panzer, who has recovered thanks to his watch, which shocked him awake. Chuck hides in the casket where he retrieved the key, he calls Casey to tell him his trapped and not sure what to do next. Casey advises him to scream and act like his not a threat when the operative finds him, so he gets his guard down, then quickly find a weapon to flash on to counter the operative. Chuck does that anyway no matter instinctive or intentionally, then finds a fencing saber in the baggage, flashes, and uses it to subdue Panzer before tying him up and rejoining Hannah on the passenger deck.

As they are talking, Chuck takes a drink of a martini that is sitting between them, only realizing a second later that he never ordered it. Hannah asks him if he's okay, and Chuck tells her that the drink tasted funny. Hannah makes the comment jokingly that he looks as if he's been poisoned, and he realizes he has been. He glances across the aisle, and Panzer, who has escaped, raises a glass to him. Chuck is captured by a second Ring operative masquerading as a flight attendant. She forces him back to the cargo deck where she and Panzer demand he return the key. He manages to escape and grab the antidote when Sarah and Shaw take control of the aircraft remotely. The two enemy agents are knocked unconscious by falling baggage, much to Chuck's disappointment, as he did not get to use his nun chucks. Hannah invites Chuck to see Paris with her, and he is delighted, but Shaw then orders him to stay on the plane and return immediately. He says goodbye to Hannah, and suggests she look him up if she still needs a job since the assistant manager owes him about a million and a half favors.

Back at Castle, Shaw uses the key to unlock a safe previously recovered by the team and Carina. He reveals the safe contained vital intelligence on the Ring which may be their best chance of destroying them. Up at the Buy More, Chuck is brooding over his aborted visit to Paris when Hannah walks in, and he greets her with a smile. After Chuck returns, Shaw debriefs the team on the Ring data. Afterwards, Shaw takes a small envelope from the safe. When Sarah confronts him, he shows that it contained a diamond engagement ring - the agent who obtained the data on the Ring was his wife, Evelyn, who was killed in the process.

Buy More[]

Now that Morgan has been promoted to assistant manager, a small rebellion forms, led by Lester. Initially their pranks fail because Morgan was already well-versed in their tactics since he taught them most of those tricks. However, eventually Lester begins to gain the upper hand by using tricks Morgan never even thought of. Morgan turns to Casey for help regaining control, because of the fact that his coworkers are afraid of him. Casey agrees to help after comparing the pranksters as insurgents. Morgan then names him his "Lieutenant Assistant Manager". Casey's presence alone causes most of Lester's support to give up, and active intimidation (extinguishing a cigar in his own palm) causes all but Jeff and Lester to desert, though Jeff almost left but was held back by Lester. Later, Casey abducts Lester and brainwashes him into supporting Morgan as assistant manager. When Jeff triggers Lester's hypnotism by using Morgan's name, Lester goes into a trance-like state and says, "Morgan Grimes is the kindest, warmest, most understanding human being I've ever known in my life." When Morgan asks Casey how he managed to turn Lester, Casey advises it's best he not know so he maintains plausible denial.

Guest Stars[]


  • The Yale fencing team saber Chuck uses to initially incapacitate Hugo Panzer cannot exist since no modern fencing blade is sharp or that robust.
  • Kristin Kreuk joins several other cast members with connections to the Superman franchise. Actors Matthew Bomer (as Bryce Larkin) and Ryan McPartlin (as Devon Woodcomb) both auditioned for the role for the film Superman Returns and were beaten out by Brandon Routh (as Daniel Shaw). Kristin Kreuk played the role of Clark Kent's high school sweetheart Lana Lang on the television series Smallville. Adam Baldwin voiced Clark Kent/Superman in Superman: Doomsday. Matthew Bomer later went on to voice Clark Kent/Superman in Superman: Brainiac Attacks.
  • This is only the second episode in which General Beckman does not appear, the first being Chuck Versus the Intersect in which Casey's boss is the National Intelligence Director portrayed by Wendy Makkena. This is also the first episode in which neither of the team's Washington supervisors appear.
  • When Sarah takes control and pilots the plane, the screen that comes up is actually from Microsoft Flight Simulator X and she uses the Saitek X52 PRO Flight Stick to control the plane.
  • When Hannah first points out Hugo on the plane, she suggests he might be a "professional wrestler," a reference to the fact that the actor, Steve Austin, was indeed a real-life WWE star.
  • The dialogue and scene in the lavatory, with Chuck held at gunpoint being worked over for the key, is a homage to the scene in The Princess Bride when Westley, Inigo, and Fezzik attack the castle during the wedding and force the captain of the guard to hand over the gate key.
  • Hugo's surname, Panzer, is also a German word meaning armor, although it is commonly used as a loanword to refer to German tanks.
  • The antidote vial is labeled 'cordrazine,' a reference to the original Star Trek series episode "The City on the Edge of Forever."


Chuck: Listen, I am an integral member of this team, okay? My voice should be heard.
Casey: Oh, your prepubescent little girl screams are gonna be duly noted.


Chuck: Wait. The review's about me? Shouldn't Shaw be asking me about me?
Casey: Where's the fun in that?


Casey: The Ring agent's gonna find you, because you picked the single dumbest place to hide.
Chuck: Oh, gee, thanks. Criticism is always welcome.
Casey: When he does, you act like your little girlish self. You scream like a banshee, so he doesn't think you're a threat. When he pulls you out, you find a weapon and then flash.
Chuck: Well, what if I don't flash?
Casey: Then you're dead - so flash.


  • Carla Bruni – “L’Amoureuse”
  • Otis Redding – “Respect”
  • Daniel May – “Open Late Weekends”
  • Daniel May – “Womens Wear”
  • Mackintosh Braun – “Wake Up”
  • Alan Ett – “Dream Come True”