Inspector Blooper, Jimmy and Gigantor head for the South Pole to stop Dr. Katzmeow, an evil genius who plans to take over the world starting with Antarctica.

Thinking Dr. Katzmeow, is out of the way, the team leaves Antarctica, only to be attacked by Katzmeow,'s robotic whale submarine, and a new robot, Flip Q Man, who captures Gigantor.

The Evil Captain Spider kidnaps Dr. Emeritus and brainwashes Inspector Blooper in an attempt to defeat Gigantor and gain control over a powerful new energy ray.

The team feels the sting of Captain Spider when he offers to exchange Dr. Emeritus for the powerful energy ray "Super Elex," which would allow him to take over the world.

Captain Spider now has the Super Elex but there is still one thing preventing him from taking over the world: Dr. Emeritus, the only one capable of building another one to use against him.

Forced to land in Australia, the team encounters General Von Q Ball, an old enemy of the Inspector's, who has a new weapon in his arsenal - a swarm of robotic bees.