After the IT Department's energy blast, the Awesomes find themselves standing in the streets of a ruined city on a parallel world, facing their evil counterparts: Professor Astounding, Conjurer, Mercenary Moll, Bad Dragon, Kid Meth, and The Info Bitch. Prock tries to negotiate, insisting that they're not there to make trouble and they're evenly matched because they have the same power. The Astoundings reveal that they have different powers, and Muscleman throws up because of his nerves.
On the Awesomes' world, the news reports about the disappearance of the Awesomes and interview Perfectman and Dr. Malocchio. Perfectman vows to find them, particularly his "friend" Hotwire, while Malocchio uses the super-powered fracas to make his case that the world is safer without superpowers. He mind-controls the heroes and villains whose powers he's taken to agree with him. Once the news teams leave, the mind-controlled Perfectman tells Malocchio that he has scanned the entire planet and has no idea where the Awesomes are. The villain worries that their disappearance might interfere in his plans and wants to get them back.
The Awesomes find themselves outmatched and outpowered by the Astoundings. Conjurer grabs Hotwire while the other villains blast the heroes. Prock freezes time for ten of his seconds and gets Hotwire loose. As his nose starts to bleed, he freezes time again and gets his teammates all together. Prock freezes time one more time, takes Hotwire over to a lamppost, and when he unfreezes time tells her to use her powers on full. The resulting energy surge teleports the Awesomes away. When Conjurer wonders if they should search the area, Professor Astounding says that "he" probably already has them.
The hero team arrives in a nearby alleyway. When Hotwire wonders what happened, Prock ducks the question and warns that they won't find a friendly face. Iron doors slam down, sealing them in the alleyway, and Malocchio steps forward and offers his help.
At the White House on the Awesomes' world, Malocchio comes to see Joyce Mandrake. He admits that he slipped in with the Brazilian ambassador and mind controls her into having some of his stew... and discussing the Awesomes.
Prock attacks the familiar villainous figure until his teammates point out that on an opposite Earth, Malocchio would be a hero. He explains that his name is Pinocchio and he lost his vision and his powers. Pinocchio takes them into the sewers where other "heroes" have gathered. When Professor Astounding stripped the heroes of the powers, they went underground to fight as the resistance. Among them is Tom Boy, who is a man named Handy Man. Gadget Gal is immediately attracted to him and they go off to make mad passionate love. Pinocchio has determined that the wormhole that brought them there will reopen in 12 hours.
When Prock wonders how everything went bad, Pinocchio explains that Mr. Astounding and the Astoundings ruled the world in an iron fist until his son, Professor Astounding, earned his father's respect by becoming even more evil. Professor Astounding formed an even more powerful team of villains, and Pinocchio created a device to strip them of their powers. However, the Astoundings stole it and used it on their opponents, removing their powers. Muscleman points out that he doesn't have a counterpart and neither does Hotwire. Pinocchio thinks that Hotwire sounds like his daughter, but she hastily says that she has a common voice. In the last battle with Professor Astounding, Pinocchio lost his sight and his daughter disappeared, seemingly for good.
Now the Astoundings are planning to absorb the stolen powers and make themselves gods, but Prock promises that the Awesomes will help them. The Petting Zoo, the world's version of the Animal Kingdom have stolen an unknown set of schematics. Prock realizes that it's for a genetic power converter matrix, which the Astoundings will need to use to convert the stolen powers. To get to it, they will have to break into Astounding Mountain.
As Astounding Mountain, Professor Astounding is preparing the genetic power converter matrix when the Info Bitch spots a ship approaching. Her leader tells her to blow it up even though it's a civilian. Professor Astounding doesn't care until the Info Bitch tells him that it's a bar mitzvah. He tells them to get out but they accuse him of being an anti-Semite so he gives them two hours. Once Professor Astounding cuts off, everyone drops their disguises and they take a jetboat toward Astounding Mountain. Hotwire asks Prock if it's a good idea to take time to help their newfound allies. Prock reminds her that helping people is what they do. Muscleman suggests that they use the dimension jumper in the Awesomes' weapon vault, and Prock reminds him that the vault is a secret known only to Prock, Muscleman, and Mr. Awesome.
The team breaks in and prepares to split up, only to find Professor Astounding waiting for them. He imprisons them in a laser cage and prepares to siphon off their powers as well. Once he leaves, Prock overrides the computer using his duplicate genetic structure. The team splits up to take out the security systems and destroy the equipment. The Astoundings send their counterpart to Muscleman: a giant dog.
Prock and Hotwire find the genetic power converter matrix and she disables the power coupling. When she does, the chamber containing the siphoned powers opens. Inside is that world's Hotwire, unconscious. Prock realizes that Hotwire's powers are the perfect conduit to make the power transfer. Professor Astounding comes in and explains that he captured Hotwire because their version was running out of power.
Prock tackles his counterpart and tells Hotwire to use her power to release the stolen power. Hotwire's counterpart tells Hotwire to pass her love onto her father, and then picks up the power conduit. The two Hotwires combine their powers and the siphoned energy is blasted into the atmosphere. After the resulting explosion, there's no sign of the alternate Hotwire. Pinocchio arrives in his blimp and picks up Prock and Hotwire, and they leave as all of the heroes have their powers restored.
The portal opens ahead and Hotwire tells Pinocchio about his daughter. He realizes that Hotwire is his daughter's opposite, but Prock pulls Hotwire away before they can finish. The Awesomes jump into the portal and return to their world. Perfectman swoops down and picks up Hotwire, dismissing the Awesomes as amateurs. Hotwire insists that they aren't and explains what happened. As the Awesomes prepare to head home, Malocchio and Joyce arrive and Joyce informs the team that she is shutting down the Awesomes.
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