Hardcase, Prototype, and Prime team up to battle NM-E as he tries to steal nuclear missiles from an army base. After NM-E escapes with the missiles, Ghoul and Contrary teleport the three heroes to Ultra headquarters and attempt to recruit them into Ultraforce.

Atalon, the king of the fire people continues his attack on humanity by launching several missiles at several locations. Pixx manages to stop some by using her computer, but she is unable to stop three which need to be disarmed manually. Prototype goes after a missile heading for Berlin, whilst Prime and Hardcase try and stop one from reaching Alaska. Contrary and Pixx are left to disarm the final missile which is supposed to attack Singapore.

Whilst Atalon continues his attack against humankind Ultraforce find out where he is keeping the missiles. They devise a plan to stop him and the rest of the fire people, which results in one team member making a great sacrifice.

Prototype gets sick of being Ultratech's hired gun so takes some time off and visits his mother. Whilst home he realizes that things have changed, as most of his old friends are hanging around with an evil kingpin known as the Lord Pumpkin.

Memebers of the Ultraforce Reflect upon their lives.

Rune faces an old Enemy.