Brock and Shore Leave climb down from the highway overlooking the Venture compound, and Brock says that they have to know what happened to Molotov.
Down below, The Outrider arrives carrying Dean on his black horse. The Outrider wants to chat with Rusty, but Dean tells him to go fuck himself and goes inside. He calls to Hank and demands to know why he abandoned him.
Hank wakes up in a room next to Nikki Fiktel. As she starts to kiss him, Nikki's mother comes in and demands to know why Hank is there.
Sgt. Hatred brings a gagged and bound Princess Tinyfeet home, promising it will be a new start. When the door opens, her new lover Scorpio is there and thanks Hatred for bringing her home.
Across the street, The Monarch and Dr. Girlfriend take a taxi home. Once they kill the driver, they go inside and the Monarch waits for Twenty-One to get back. His wife warns him that Twenty-One quit, but the Monarch figures that Twenty-One was trying to fool Dr. Venture.
Twenty-One wakes up in a SPHINX uniform in the middle of SPHINX Headquarters. Hunter Gathers holds him at gunpoint and demands answers.
Rusty wakes up in his underwear when the phone rings. It's J.J., who asks for the progress on the ray shields. When J.J. asks why he hasn't received a prototype, Rusty cuts off and turns to the woman in bed with him and says she has to leave. When he pulls the blanket back, he discovers that "she" is a giant insect.
Brock and Shore Leave find Monstroso's body but discover that it's an inflatable dummy. They return to SPHINX headquarters where Hunter has received word that they've been removed from the disavowed list and called back to OSI. Twenty-One is shocked to learn that they won't be taking him with them, and Brock tells him that SPHINX is all his and the rent's paid up to the end of the year.
At the Venture compound, Rusty tells Hank, Slaughter, Billy, and Pete that they've been subcontracted to create a protective electromagnetic shield for the new space station, Gargantua-2. When Billy warns that it's impossible, Rusty say that they'll have to all pull together. Dean walks through, wearing a black jumpsuit and having dyed his hair black. He takes a can of gasoline outside and sets his learning bed on fire. Rusty goes out and asks what's going on, and Dean insists that he hasn't learned anything important from the learning bed. He tells his father that he wants to be his own man from now on, and Rusty says that he can have the attic once Dean helps build the shield. Hank is eager to help, figuring he'll get his own room.
The team opens up the old construction facility for Gargantua-1 and goes to work cleaning it up. They set up base inside the old bio-facility and Hank and Dean set up their old rooms. Billy and Pete want payment, and Rusty admits that he blew through the advance pay from J.J. a year ago. Someone pulls up in J.J.'s car and Billy senses a presence for the first time in years. St. Cloud gets out and Billy screams his name, who knows all about him. Rusty quickly takes him off to the hanger before Billy can pick a fight.
At State University, Dean sets up a recruitment booth for their space program, the Palaemon Project, with Hatred's help. Hatred figures that Dean's new look is because Triana dumped him, but Dean insists that he is just in a black mood. A college girl, Thalia , comes over and admires their booth. She clearly admires Dean as well, but her classmate Martin hits Dean with a Frisbee before he can respond. Thalia kneels by Dean, who stares up at her and imagines a whole life together.
Later, Rusty addresses his new interns that Dean recruited. His speech doesn't go over well and Hatred gives it a try, warning them that Rusty's enemies will torture them. Hatred informs them that they'll all be camping on the grounds. That doesn't go well, either. Rusty informs them that they've been divided up by the color of their cleansuits, and Hank takes over the mike to tell them that they're all welcome at HankCo. Once he gets the mike back, Rusty turns on the generator and it blows up in spectacular fashion.
The teams go to work and White Team develops a test shield. Rusty checks it with a tennis ball launcher and the shield works... at first. When Rusty turns the machine up on high, a tennis ball hits one of the designers, bounces off, hits a ray gun, and disintegrates another. When one of the interns objects because of the outdated computers, Rusty gives him a timeout. As he checks his watch, he gets a DANGER reading and hastily leaves with his personal intern, Tommy.
As the interns quit for the day, Hatred stands guard. Twenty-One is patrolling his SPHINX headquarters on the grounds and Hatred tells him to stay away. He doesn't believe Twenty-One's insistence that he no longer works for the Monarch.
At home, the Monarch is role-playing Game of Thrones
but Dr. Girlfriend doesn't quite get it since she's never watched the show. She reminds him that he watched it with Twenty-One and suggests that he misses him, but Monarch insists that he doesn't miss his henchman and that Twenty-One will be back when he returns from undercover duty. Tim-Tom and Kevin try to help but Monarch gives it up.
Rusty relaxes at the compound and receives updates on his reports from his green-suited personal assistants: Thomas, Little Tommy, and Tom-Tom. They all leave for the E-Den, but Tommy asks Rusty he can stay with them. Rusty tells him to go and hears Hatred yelling at the phantoms of his past. When he goes to investigate, he discovers that Hatred is being haunted by one of the interns who was phased out of existence, begging to be killed.
Dean chats with Thalia, who hired on as one of the interns, and tries to explain how he's completely alone. She assures him that she knows how he feels. Rusty barges in and tells her that Dean can't fraternize with the help, and Dean has her show his father her problem. She removes her suit and explains that she's grown an extra pair of arms since she started working at the Venture compound. Rusty doesn't see the problem and puts her on construction, and tells Dean that he won't be seeing Thalia again.
St. Cloud meets with the Guild representatives Watch and Ward at his home base and gives them the tour. They've decided to activate his membership because of his generous contribution, and give him a Guild tote bag. St. Cloud informs them that he'll be using his real name for his villain name, and informs them he will only arch Billy Quizboy. When they warn that new members don't get to pick their own arch, St. Cloud says that he only joined to make his rivalry with Billy official. Billy stole something from him and now he plans to use his considerable wealth to make Billy suffer. When they warn him that rules are rules, St. Cloud takes out a large briefcase of money and they welcome him to the Guild.
At the Venture compound, work continues and Rusty checks on Billy and Pete. Billy explains that all of their white-suited interns have grown brain mutations and extra arms. They now have telekinesis and super-computing ability. The guys in orange have developed carapaces, and Billy informs Rusty that there is no green class. Hatred has developed a pair of women's breasts.
Twenty-One is cleaning up outside of SPHINX headquarters when Monarch sneaks in wearing a white cleansuit he took from an intern. The Monarch demands answers but Twenty-One insists that he has a good thing going and isn't working for him anymore. Hatred spots Monarch and opens fire, warning him off. The Monarch stops long enough to discuss Game of Thrones
, assures Twenty-One he's still his head henchmen, and leaves.
Hank is at the company store collecting Hankbucks in return for new suits for the orange class. One of the orange-suited interns ask if they have Student Green on the menu. Hank has no idea what he's talking about. Once the intern leaves, Hatred figures that they're vegans. Dermott is making suits and complains about the economy.
One of the green-suited interns takes a schedule to Rusty, but an orange-suited intern stops him and asks for a kiss... ripping off his head. Hatred, walking by, sees what happens and realizes that the student oranges are eating the student greens. Several of the student oranges capture him and take him away.
Rusty is trying to sleep when J.J. calls for a status report. He reminds Rusty that the shield is due on Friday and points out that testing it on Earth could cause dozens of genetic mutations. Rusty assures him that he isn't and hangs up, and then calls Hatred to tell him to report at once. Hatred is strung up with a student green and they realize that Rusty hasn't figured out what's going on yet. Tommy warns Hatred that the head student white, Martin, has gone insane and plans to expose all of humanity to the rays from the shield generator. However, they have a legend of a savior that will come to save them, the Lee-Hun-Took. A student orange arrives to take Tommy away.
Dean meets with a mutated Thalia and complains that Rusty doesn't listen to him. She warns him that Martin plans to rule the world and make everyone like her. She wants Dean to beat Martin up because the Toms have been eaten. Thalia telepathically tells Dean to come into E-Den and fight Martin, and tells him that he can speak telepathically as well. He tries to concentrate but is distracted by breasts. Thalia finally gives it up and tells him to talk normally.
The Monarch returns to the command ship and tells Dr. Girlfriend that Rusty is creating an army of super-men. She checks the jumpsuit and finds traces of magnetically-altered DNA, far more advanced than anything Rusty has ever done. Monarch tells her to make their henchmen into a similar super race to take on Venture's army.
With time running out until deadline, Rusty has Billy assemble their crack team. It's Billy, Pete, Twenty-One, Hank, and Dermott. They discover that the student oranges have sealed E-Den and put up a human skin with their 94 Theses, written in Sindarin and Klingon. Rusty doesn't care that the facility is a fully contaminated mutant incubator, but Billy warns him that they have to decontaminate it. Twenty-One takes command and tells Billy and Pete to begin contamination, Hank and Dermott to scout the area, and Rusty to find a way to reverse the mutation. Meanwhile, he'll decipher the Theses and work out what the mutants want.
Inside E-Den, Martin tortures Hatred and demands that he say his real name. Thalia interrupts and brings in Dean, and explains that Dean is there to challenge Martin. Dean steps up and challenges the mutant leader, and Martin chooses his student orange Matt as his second. Dean chooses Hatred, who admits that his real name is Courtney.
Billy and Pete discover that Rusty has dozed off. They tell him that they've build the decontamination device, but they need Rusty's old plasma engine to power it up. Rusty admits that he sold it to St. Cloud and Billy points out that St. Cloud is legally his arch. As for the rest, Rusty hasn't had much luck dealing with the genetic mutation. He complains that if Palo Salazar couldn't solve the problem, there's no way that he can.
Dr. Girlfriend tells Monarch that Palo Salazar was the leading expert on genetic mutation. Then he was mutated and became Palo the Human Beetle and disappeared. Around the same time, a beetle-based supervillain named Bugaboo popped up and stole a series of chemicals. Dr. Girlfriend tries to show Monarch the list but he's too turned on to proceed.
St. Cloud is in bed watching an old Guild film about blundering henchmen when he hears someone breaking in downstairs. Billy and Pete are looking for the plasma engine and come face to face with the dreaded slagathor. It eats them alive and St. Cloud and his sidekick Pei Wei come in and tell the plant not to swallow the intruders.
Twenty-One checks in with Dermott and Hank, who report that student oranges are eating the others. Rusty is on the toilet, soaking his bunions. Despite that, he's whipped up a potential antidote. Hatred calls and tells Twenty-One that he's with Dean and they should plan a rescue. Twenty-One then tries to contact Billy and Peter.
St. Cloud frees the intruders and asks Billy if he's come for an arching. Billy just wants the plasma engine The villain agrees but only if Billy pays him one dollar: the dollar Billy sniped him in their recent eBay auction. Billy insists that he won it and fair and square, but St. Cloud complains that Billy cheated just as he did when they competed in a game show when they were 15. St. Cloud takes out a can with one hundred pennies and tells Billy to eat them. When Billy refuses, St. Cloud offers him the original H.E.L.P.er that he purchased from Rusty. Pete encourages Billy to eat the pennies, but Billy refuses. Instead he challenges St. Cloud to one round of trivia. St. Cloud agrees when Billy offers Pete if he loses. He then leads Billy and Pete to his recreation of the gameshow set.
In E-Den, Thalia assembles the mutants to witness the battle. Dean and Martin step into the ring and Dean is given the choice of weapons. He picks Indian sunburn, Indian feast, and Indian leg-wrestling. Dean wins and is declared the Lee-Hun-Took.
Pete announces the game of Quizboy while Pei Wei cheers from the audience. The contestants have agreed to decide how many robots are in a cabinet. St. Cloud answers "five," but Billy points out that one of them is Nomad from original Star Trek
, and was never identified as a robot. The villain concedes the contest but warns Billy that next time he will win.
Rusty sneaks into E-Den and hooks the antidote canister up to the air conditioning. However, Twenty-One deciphers the 94 Theses and realizes that the mutants plans to use the ray shield to mutate everyone in the world. Rusty is happy that they've finished his ray shield.
The Monarch lifts off in his Cocoon and sneaks into the Venture compound. Dr. Girlfriend assures him that the mutant army is ready and that she's sent in an advance team.
Billy and Pete drive to the Venture compound with H.E.L.P.er and the plasma engine. Twenty-One calls and they say that they'll have full decontamination in three hours. He gives them an hour-and-a-half and Billy assures them that they can handle it. Twenty-One picks up the Cocoon on approach.
The Monarch orders his undercover team to move into position. Tim-Tom and Kevin go into action while the mutants celebrate. Thalia tells Dean that now that he is the Lee-Hun-Took, he can usher in the Second Age and they'll make out. She kisses him and Dean announces that he is king of the world. Outside, Twenty-One runs for the E-Den dome as Billy and Pete arrives. He jumps onto the plasma engine and tells them to get him to the Monarch and then begin the decontamination procedure.
Twenty-One jumps onto the dome as Kevin and Tim-Tom cut a hole in the top. The Monarch pushes an umbilical pipe into the hole but Dr. Girlfriend points out that Twenty-One has captured the Pupae Twins. The former henchman warns that Dean and Hatred are inside, but the Monarch figures he's tipping him off and sends his mutant army in through the umbilical. Kevin and Tim-Tom free themselves using grappling hooks and climb up to the Cocoon.
Inside the dome, the mutants watch as a horde of mosquito butterflies attack, injecting an antidote into them. In the air conditioning room, Rusty releases the antidote. In the Cocoon, the Monarch wonders where his mutant army is. Dr. Girlfriend brings in a complete human Palo Salazar and explains that he's an expert on reversing mutant generations. She explains that they can win by reversing Rusty's genetic mutations and the Monarch is happy... until the antidote gas comes up the umbilical. The Monarch orders a hasty retreat.
The next day, a surprised J.J. picks up the completed ray shield. Once he leaves, Rusty boasts that his combination of antibiotics and roofies saved the day. At the dome, Hank and Dermott tell Dean that they hid in the house. All of the mutants are back to normal with no memory of what happened. Dean doesn't remember anything either, including making out with Thalia. Hatred discovers that he still has breasts.
Later, the Monarch, Dr. Girlfriend, and the Monarch henchmen stagger around, all blissed out on narcotics.