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Will is submerged in liquid within a pod on the Skruggs base. His memories are so great that he is able to break free from the restraints that hold him. Nick has broken free as well.

Elsewhere, the threatening black spheres, are getting closer to their targets as the military tries desperately to find a way to stop them. Citizens watch while their homes are completely demolished. The president meets a strange scientist by the name of Doctor Minami. He is a director at Generas Industries in charge of weapons development and is currently working on a project developing weaponry for the army. Doctor Minami wants the President to call off the Nuclear strike.

Meanwhile, the Professor, Joey, Psy, and Lina are making their way to the Skrugg base via the sewer system. At the same time, Kogorr is monitoring his test subjects...he knows their emotions are making it difficult for them to be controlled. Nick, however, is happy to have this new power.

In the sewers, our team has run into some obstacles, but nothing Heroman couldn't handle. As they get closer, the professor stresses complete silence. Eventually, they reach an opening to an area completely covered in plant-like growths with protruding orbs covered in what appears to be vines. One huge orb stands above all the others. Before venturing in, the Professor goes over their goals; 1. destroy the sphere control system. 2. Rescue Will and Nick. 3. Destroy this factory. Because a sphere is so close to the White House, destroying the control system must be their 1st priority.

After discussing their plans, the group split up with Joey and Lina as one pair and the professor and Psy as another. Little do they know, Kogorr has already spotted them. It isn't long before Joey, Lina, and Heroman are under attack. Will and Nick are a part of it. The Professor informs Joey they are being mind controlled by their hats. With that in mind, Joey and Heroman fight trying not to hurt either of them.

Eventually, Heroman is able to get Will and Nick's hats off. Will's mind begins to go back to normal thanks to Lina, but Nick has no intention of going back. He recalls always needing to suck up to someone and being fearful. With this power he doesn't have to do that anymore. "I've finally become free!" he yells in triumph. When Lina tells him to stop, Nick becomes angry and attacks her. Will thankfully blocked the attack, but is pierced by Nicks tentacles (whatever those things are) in the shoulder area. Even injured, Will tries to get Nick to stop.

Kogorr watches what is going on from his monitor and is furious that the mind control has not worked. He orders his troops to destroy them. The area begins to crumble when roots shoot through the walls of rock. Just as Nick again screams he is free, the huge orb breaks free and crushes him. The others attempt to escape the crumbling surroundings, but the whole area appears to disintegrate and bury them alive!

"Joey, what happened? Joooeeeyyy!" the Professor questions frantically from his walkie talkie.