After Mr. Awesome decides to retire and disband The Awesomes, his son Prock steps in to keep the team going. Meanwhile, Dr. Malocchio decides it's time to come out of super-villain retirement.

Prock goes on TV to announce the new team and is surprised by an appearance from Dr. Malocchio. A beautiful new applicant named Hotwire arrives.

The team is trapped in their hologram training room, while Gadget Gal is left outside. As she fights her arch enemy, The Tomboy, The Awesomes tell the stories of how they became superheroes.

Tim's parents worry that he's not safe with The Awesomes and come to take him home. While leaving, they are attacked and need The Awesomes help to survive.

The Awesomes are transported to a parallel world where they meet their evil doppelgangers, "The Astoundings." Everything is backwards on this world, and they seek help from a kind Italian man - Dr. Benicchio.

The Awesomes face disbandment unless they submit to psychological testing from government-issued "robo-therapists." Since Prock doesn't trust the robots, Joyce Mandrake forces him out, leaving The Awesomes to be ruled by committee.