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Chuck Versus the Leftovers
Season 04, Episode 10
Air Date November 29, 2010
Writer Henry Alonso Myers
Director Zachary Levi
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"You want to be able to trust your mom, not worry that she's going to shoot you in the face."

Chuck Versus the Leftovers is the tenth episode in the fourth season of Chuck, which aired on November 29, 2010.

This was the final episode of Chuck shown in 2010.


Chuck's mom Mary (Linda Hamilton) and international arms dealer, Alexei Volkoff (Timothy Dalton), come over to the Bartowski household for a Thanksgiving leftovers dinner, the day after the holiday.

Meanwhile, Morgan and the rest of the Buy More crew deal with the busiest shopping day of the year.

Full Story[]

Alexei Volkoff has learned that Agent Carmichael has survived the destruction of Orion's base. He sends Frost off with three of his best assassins to take him out. Mary secretly turns on Volkoff's agents and kills them before they have the chance to kill Chuck.

Stephen's laptop presents Ellie a memory problem which she solves by doing MRIs on herself. She saw that Stephen was trying to store information in the brain but was going about it the way of an engineer, and not how the brain actually stores information. She uploads this information into the computer, and it prompts for another password "1 or 11." She doesn't know the answer to this question.

Chuck and Sarah take Mary to Castle, where they attempt to interrogate her about her true motives. Volkoff, however, has tracked them down. Morgan, who was relaxing in his office, hides in the vents, where he phones Chuck about Volkoff's presence, before all communications and Buy More defenses are cut off. Volkoff threatens to use a thermite bomb to destroy Castle, as well as kill Jeff and Lester, unless Mary is brought to him, revealing that he is obsessively in love with her. Chuck and Sarah are forced to surrender after Volkoff captures Casey, who attempted to reactivate the Buy More Gatling guns. After Mary is returned to him, Volkoff punches Chuck in the gut, knocking him down, and readies kill him. Out of desperation, Mary confesses that Chuck is her son. And to make things worse, Ellie calls, asking if Chuck is coming over for Leftovers dinner.

In a psychotic twist, Volkoff, thinking that Mary doesn't believe that he would get along with her family, attempts to prove her wrong, saying kids love him. He forces himself into the Bartowski's Thanksgiving. He warns Chuck and Sarah that if they spoil a perfect Thanksgiving for him, he'll take his anger out on everyone they love.

Volkoff impresses the Woodcombs', tricking them into thinking that he convinced the CIA of Mary's loyalty. As he plays charades, Chuck confides in Devon about what's really going on.


Need to be awesome

He instructs Devon to pretend to go over to his apartment for sugar, smuggle a gun from his secret stash for Sarah, activate the CIA emergency alarm, and get Ellie away from Echo Park on a false hospital call. After the Woodcombs' depart, Volkoff guesses Chuck's moves. With all guns pointed at them, Mary points her gun at Volkoff, stating that she cannot love a man who would threaten her family. Volkoff then relents, agreeing to leave Chuck's friends and family alone before departing.

The next day, Chuck confides in Sarah how sorry he is for not trusting his own mother. Devon then walks up, angry at Chuck for putting Ellie in danger, but he decides to pass him Stephen's laptop. The laptop gives Chuck back the Intersect after he answers the question "One or eleven," which was a hint to his father's phrase, "Aces, Charles." After entering the phrase, the computer begins to show Intersect images. After this is done, the computer shuts down and Chuck stands up smiling to Sarah and Casey. He then collapses like the other times he has uploaded the Intersect. As Chuck is on the floor, he looks at his hands and flashes, and kips back on his feet. Chuck tells Sarah and Casey "Guys, I know Kung Fu.... again."

Concurrently: Meanwhile, Jeff and Lester plan to make off with all of the Buy More's smartphones and sell them on eBay. However, when Morgan refuses a blonde woman (Monet Mazur) to come into the store to buy one of the phones after closing time, Jeff decides to oblige her, in exchange for having his back shaved. However, the woman was in fact a Volkoff agent, who drugged them. The duo were placed in the storage cage, where Volkoff attempted to use them as leverage for Chuck to hand over Mary. Morgan and Casey attempt a rescue, only for the latter to get captured. Morgan attempts to help out by taping a gun Casey gave him to his back, so he could give the element of surprise. However, he could not properly pull the gun off his back. It turned out unnecessary, as Volkoff called off his agents. Morgan and Casey then stash the unconscious Jeffster! duo in the storage closet with all the smartphones, where Big Mike finds them next morning. The latter then has the duo return the smartphones to where they found them.

Guest Stars[]

Deleted scenes[]

The Season 4 DVD contains the following deleted scene from this episode:

  • Chuck and Sarah in Castle preparing to go up to the Buy More with Frost.


  • There are several references to Die Hard in the episode. Morgan crawling around the air ducts in an undershirt and no shoes, and a shoeless Morgan stepping on the thumb tacks, and also he tried to tape a gun to his back.
  • Mary Bartowski (Linda Hamilton) to Chuck and Sarah after shooting the assassins, "Come with me if you want to live," is a direct reference to The Terminator (1984), where Kyle Reese (Michael Biehn) says that line to Sarah Connor, who was played by Linda Hamilton.



Strip Kick?

Chuck: Morgan, what sort of hand-to-hand combat did you sign us up for?
Morgan: Strip-kick. Yeah, it mixes the self-defense of Krav Maga and the intense core workout of pole dancing....
Chuck: Casey can never know about this.
Morgan: Never.


Chuck [about Mary]: How can I trust anything she says? Every time I do, I wind up getting shot, or almost blown up! I haven't been stabbed yet.


Mary: Okay, I know it's tough, but we just have to be calm.
Chuck: You just brought a psychotic killer back to your pregnant daughter's house. Considering the circumstances, I'd say I'm pretty damn calm right now.


  • “Requiem: Dies Irae” by Mozart
  • “Turn It Around” by Miss Eighty 6
  • “Bad Romance” by Lady Gaga
  • “Let It Snow! Let It Snow! Let It Snow!” by Vaughn Monroe
  • “In the Hall of the Mountain King Remix” by Tim Jones
  • “Jingle Bell Rock” by Bobby Helms

External Links[]