At the funeral of Boggles the Clue Clown, Vendata tells the Red Mantle and Dragoon--disguised as a grieving widow-- that Sovereign has called an emergency meeting to appoint Councilman 4. Meanwhile, Boggles' archenemy Captain Sunshine is nearby, mourning but wary that Boggles has one last crime prepared in the case of his death.
Shoreleave and Brock are hiding in a nearby mausoleum taking photos of the villains. Brock is suspicious that the one member of the Council that Monstroso ID'd as turned up dead. Hunter figures that some of the other unidentified Council members will turn up to pay their respects, and they can identify them.
At the funeral, Monsenor reads a last message from Boggles to Captain Sunshine. It's a riddle about jacks, and right on cue Boggles' corpse comes out on a spring. As the crowd realizes he was referring to a jack-in-the-box, Monsenor announces that Boggles had the last laugh. The clown pallbearers push Boggles' body back into the coffin and it's lowered into the ground. Captain Sunshine, sobbing, falls onto the coffin and his sidekick Wonderboy 5 pulls him away.
Red Mantle/Dragoon seal the ground with a touch and Brock and Shoreleave try to identify them. Meanwhile, Vendata approaches Red Mantle but they refuse to talk to him and walk away.
Back at floating OSI Headquarters, the team identifies the cyborg Vendata and notice that he's a dead ringer for Councilman 1, despite the fact he's been inactive for years. Hunter figures that they can get to the Guild through him and brings up the top-secret files. Vendata was built by Venture Industries in 1976. The project was abandoned after the subject attempted to strangle Rusty. They check the guildslist and discover that he placed a personal ad looking for a meaningful connection with another cyborg. Amber Gold immediately volunteers to go undercover, but Hunter points out that she's not Vendata's type. They need a robot, so they bring in Ghost Robot.
At the Guild Council meeting, the Sovereign introduces the new Councilman 4 to the Council of 13. He immediately ends the meeting, insisting that there will be no celebration. Councilman 3 and 8, Red Mantle & Dragoon, point out that they can tell the new Councilman must be Phage, but Sovereign tells them that there will be no further violations of the Council secrecy. Once he signs off, all of the Councilmen come back on and discuss where to hold the celebration. When Vendata says he can't be there, they mock him when he claims that he has a date. Once he signs off, the others agree to meet at the club at 9.
The OSI dress up Ghost Robot as Galacticon, working out of Tucson, and drop him off at the restaurant where he made a date with Vendata. Headshot is eager to get positioned for a killshot, and Shoreleave taunts him about where his girlfriend Amber has been. Before Headshot can work it out, Brock hastily has him take up position on a nearby ridge.
The Council drives to the club in Steppenwolf's Doom Buggy.
Vendata and Ghost Robot order dinner but they soon realize that neither one of them eats Chinese. They take Vendata's vehicle despite Brock's reluctance, and the OSI have no choice but to follow. Vendata takes Ghost Robot to an exclusive Guild club, Don Hell's. Once they're inside, the OSI loses Ghost Robot's signal. Thinking quickly, Brock goes back to the Venture compound and gets an old Yeti-Mummy costume for himself and one for Shoreleave that they can't figure out. Hatred spots them and comes in, and Shoreleave tasers him unconscious. Rusty hears them and comes in, and Brock stops Shoreleave from shooting him as well. Brock says that he came back to get some old things, but Rusty figures that he's going to a party. They quickly drive off but Rusty gets an idea.
The Guild members order drinks at Don Hell's as the owner comes over. They spot Vendata with the disguised Ghost Robot. The Guild members get his attention and Vendata says that he has to go over to talk to them. Ghost Robot is eager to go with him but Vendata says that he'll only be a moment.
Brock and Shoreleave show up at the door, disguised as Red-Throat and Yeti-Mummy. Once their IDs pass muster, Shoreleave sits near the door while Brock looks for Ghost Robot.
Rusty assumes that Brock is going to a costume party, puts on his own costume, and picks up Billy Quizboy, who is bored because Pete is mixing his new album.
Brock finds Ghost Robot, who admits that his date isn't going well. He tells Ghost Rider that they're aborting. Meanwhile, the Guild members spot the disguised Brock with Ghost Robot and warn Vendata that his "friend" has picked someone else up.
In the OSI van, Headshot is going on about himself to Snoopy when the real Galacticon drives by. Before Headshot can take him out, Rusty and Billy accidentally hit the cloaked van. They wander over to the club as Billy realizes that they haven't been invited. Rusty lifts him up to peer in the rear window but the bouncer finds them. Billy poses as Rusty's ventriloquist doll and the bouncer recognizes Rusty anyway despite the costume.
Shoreleave spots Galacticon and warns Brock. Brock tries to get Ghost Robot out. Meanwhile, the bouncer tells Don Hell that Rusty walked in and he tells the Guild members to stick around for the show.
Vendata goes into the restroom to find Ghost Robot and locates him in the stall with Brock. Brock quickly knocks out the cyborg. Meanwhile, Flying Squid grabs Shoreleave and accuses him of using his friend Sri Lankan Devil Bird's costume. He demands to know who Shoreleave is... just as Brock arrives, wearing Vendata's costume. He orders Flying Squid away and then tries to get Shoreleave and Ghost Robot (wearing the Yeti-Mummy costume) out of the club.
Before they can get out, Don Hell calls for everyone's attention. He brings out Rusty and Billy, tied to a wheel of torture. Brock tells Shoreleave to get Ghost Robot out while he rescues Rusty, but Shoreleave warns him that his interference could set off an inter-agency war. Outside, Flying Squid calls to tell a friend what is going on.
Don Hell has a lottery for torture tickets, while Shoreleave goes up in the ceiling and starts cutting a rope holding up the disco ball. The wheel stops at "Acid Dip" and Brock knocks out the winner and takes his chip before anyone can notice. He goes up just as the Monarch and Dr. Girlfriend arrive. The Monarch informs them that they are violating Guild law by torturing Rusty without his permission. The Guild allows for a team-up situation, but Dr. Girlfriend points out that the Monarch gets to lead the event. Disappointed, the crowd breaks up for the evening. Brock leaves with Shoreleave and Ghost Robot, confident that the Monarch won't do much.
The Monarch confronts Rusty... and the disco ball Shoreleave was cutting falls on Rusty, crushing him.
Later, the Sovereign invites Dr. Girlfriend to join the Council of 13. While she asks for a day to think about it, she's unaware that Phantom Limb and the Revenge Society are watching her via hidden cameras.