Offbeats 3: Rising Darkness is the third and final film in the Offbeats trilogy, it will come out in 2011.


  • Dragonfly-Vladimir Vdovichenkov
  • Bonzai Bill-Kurt Russel
  • Sparky-Chris Egan
  • Demona-Mary Elizabeth Winstead
  • Pangolin-Shia LaBeouf
  • Tech-Wil Yun Lee
  • Roxanne Simmons-Emilie de Ravin
  • Muscle-Mae Whitman
  • Vlad the impaler-Dennis Joseph O’Neil
  • Gauntlet-Aaron Yoo
  • Ace-Matt LeBlanc
  • Medic-LeVar Burton
  • Steven Dennett/Street Reaper-Johnny Depp
  • Aku-Hayden Christensen
  • Aku (demonic voice)-Richard Mcgonagle


The film opens where it left off in Offbeats 2 with the Offbeats meeting the new recruits. Demona voices her dislike of them while they introduce themselves. Dragonfly orders Sparky to give them a tour of the building. While doing so he becomes friends with Muscle, a young woman with incredible strength. Meanwhile a Satanist by the name of Steven Dennett is seen wandering through a field while complaining about the voices in his head. He suddenly stops and turns toward the sky where a meteorite strikes the ground near him. He walks over to it and sees a glowing yellow gem. The next day, Sparky and Muscle are on patrol together. They talk to each other about their fellow teammates before noticing a bank robbery. Sparky attempts to stop the thief but is amazed when Muscle gets to him first. Sparky begins to suspect that he may have romantic feelings for Muscle. At his apartment Dennett is examining the cube. When he touches it, he reacts as if he were given an electric shock and notes that he feels different. He then accidentally kills a spider, but somehow resurrects it. Amazed by his power, he then tries to do several other things. However his landlord appears and attempts to evict him. Dennett however, grabs him by the throat and reduces him to a withered husk. Sparky and Muscle go out to a restaurant and Sparky attempts to gain the courage to tell Muscle how he feels about her. His attempts are interrupted however, when a group of reanimated corpses walk by (not technically zombies). Muscle prepares to fight them off when she realizes that Sparky is cowering under the table. He reveals to her that he has an intense necrophobia, or fear of corpses. Muscle attempts to get Sparky to help her, but he refuses. Muscle assumes that they are stereotypical zombies, but is surprised when she finds that they can run, jump to extraordinary heights and have above average strength (though still not rivaling her own). She manages to fight them off but wonders where they came from. Meanwhile Dennett moves towards the Chrysler building. Once inside, he kills everyone and reanimates their corpses. He then begins to use his powers to build a gigantic ziggurat. Muscle and Sparky return to their base and inform everyone on what is happening. Demona taunts Sparky on his necrophobia (which she knew about beforehand) but he is defended by Muscle. Tech begins to use his police radio to discover that corpses are rising all over the city. They go outside to find corpses wandering the street and attacking random people. The Offbeats are outnumbered and have trouble holding off the oncoming hoard of the undead. Suddenly however, they begin retreating. Ace points out that the reason for this is probably bad. At the ziggurat, Dennett watches as a small group of corpses bring him a coffin. He begins talking to seemingly nobody before returning his attention to the coffin. On it is engraved the name Pangolin. Sparky begins having a panic attack about the corpses while Demona and Muscle argue. Medic notices that the corpses can somehow move even after the destruction of their brain, which suggests that the corpses are reanimated through magic rather than science. Because Ace is the only one who knows anything about magic they attempt to consult him. He theorizes that a satanic relic is powering the corpses. The group suddenly notices the ziggurat and guess that whatever is controlling the corpses is located there. At the ziggurat corpses hold off both the NYPD and the military. A spreading darkness begins to flow from the ziggurat. The Offbeats manage to defeat the corpses and attempt to enter the ziggurat with the military. Sparky begins to panic but is calmed by Muscle, who agrees to stay beside him the whole time. However shortly after entering the ziggurat, the walls begin moving, and the group is split up. Muscle and Dragonfly are together, Tech, Demona and Vlad are with some soldiers, Sparky is on his own, Bonzai Bill is with Gauntlet and a large group of soldiers, Ace and Medic are together and a group of soldiers are without superhero protection. The soldiers wander into a large room with multiple holes in the walls. When one of them nears the wall, something leaps out at him. The others all hear their gunfire and eventual screams. Dragonfly is depressed that he only has Muscle to lead until Muscle snaps at him to help her find a way out. Sparky meets up with Bonzai Bill and Gauntlet, but they are suddenly attacked by demonic imps. The sounds of the fighting attract Medic, Ace, Demona, Tech, Vlad and the remaining soldiers, who rush to their aide. Dennett meanwhile is talking to the voice in his head. However after arguing with it he falls to the ground in pain. The loss of concentration weakens the ziggurat and the monsters. Muscle is suddenly able to punch through the walls and meets up with the others. A doorway opens up in from of them and they step through it. They walk into a large throne room and see Dennett sitting upon a throne while holding gem. Ace recognizes it as an infinity gem, a gem which grants near omnipotence to the controller. The Offbeats move to stop Dennett, but are shocked when Pangolin appears, albeit with silver scales. Dennett reveals that Pangolin is under his control and that he will use him to destroy the Offbeats. Sparky however, attacks Pangolin, and Dennett teleports them outside. Dennett unleashed a horde of demonic creatures to attack the Offbeats. Sparky and Pangolin begin a rooftop brawl which is soon moved to a construction site. As the two duel upon a crane, Sparky attempts to reason with Pangolin, but to no avail. As the Offbeats finish off the demons, Dennett attempts to use the power of the gem to transform himself. However before he is able to do so, the gem flies from his hand and onto the ground. A black smoke begins pouring from Dennett which results in his death, before materializing into a man. The man introduces himself as Aku. He reveals that he was the voice controlling Dennett and he was also the one who gave him the gem. When asked why he did it Aku replies "For fun of course! Chaos and death amuse me." Enraged the Offbeats move to attack Aku but he pushed them away. When the soldiers attempt to shoot Aku, he sets them on fire (and sings while doing so). With Dennett killed and the Infinity gem not under anyone's control, the ziggurat begins to collapse, the corpses and demons die and Pangolin is no longer being controlled. He faints and falls off of the crane, but Sparky managed to catch him before he hits the ground. Aku disappears in a puff of smoke, but promises to return. Sparky and Pangolin meet up with the others, and Sparky introduces Pangolin to the recruits.


  • A running gag in the movie is Muscle talking about Mae Whitman, the actress who portrays her.
  • The song that Aku sings while roasting the soldiers is Hellfire.
  • The Infinity Gem used in the film is the Reality Gem.
  • Tech mentions in passing that he is attempting to clone a Caerrian using blood samples, a reference to the Caerrian Sentinel.
  • Stan Lee has a cameo as one of the people in the crowd staring at the ziggurat.
  • Tech becomes annoyed when the zombies still managed to move despite the removal of their brains, and then begins to complain "It's that God damn movie all over again!
  • As in the comics, Sparky has necrophobia.
  • However, unlike in the comics, Muscle does not display any signs of acrophobia.
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