In the aftermath of the crash, Rita recovers and tries to give a rallying speech despite the fact Jane/Kay is unconscious and Larry's larva is wounded and zapping Larry intermittently.

In the Underground, Jane looks for Kay to see why she screamed and finds the tunnel has collapsed. She can't find a way through and surfaces. Rita tries to convince her to continue the trip to Florida to save Cliff, but Jane feels unable to be of help.

No one's willing to back Rita up, and Vic has finally been convinced that they are not a super team.

Suddenly a fog surrounds them. Larry, Vic, and Jane disappear and Shelley Byron appears to talk to Rita.

Rita is bent on vengeance but Byron tries to convince her that Laura/Rouge isn't completely lost. Byron disappears in her fog again. Rita begins walking to Florida.

In the woods, Mallah has not pushed Rouge and Cliff's brain into the ditch. He waits for Rouge to awaken and tells her that he's leaving the Brotherhood of Evil and that she was the catalyst for his change of direction. He leaves her bound to the gurney and drives off.

Rouge rages and accidentally knocks the jar containing Cliff's brain down the embankment. She looks down and sees the remnants of other failed Brotherhood projects.

In the fog, Larry, Vic, and Jane are walking with Byron. Byron points out that Kay's other alts are in the fog too. Jane sees Hammerhead and runs after her. Larry gets left behind and his larva glows red and attacks him. Vic pulls the larva away and its color reverts back to calm blue.

One of Kay's alts is able to communicate with the larva, whom she refers to as Keeg. She explains that Keeg needs to merge with Larry or Keeg will die.

Kay and Byron catch up with Hammerhead who tells her that Dr. Harrison's decided the alts should stay in the fog now that Kay doesn't want them around. Byron tells them there's something they need to see.

The Brain does his walk of shame after a night with a neighbor lady friend. As he's driving his golf cart home, he spots a giant robot, made from the parts Rouge found in the ditch, heading straight for him.

Rouge has installed Cliff's brain in the power capsule in the robot, and they're both in the control center of the giant robot.

The Brain drives as fast as he can but the Rouge-bot stomps him into the ground.

Hammerhead and Jane find the Fog's sweet shop and other alts lying on cots inside. Polly apologizes to Jane for running out of fear. Jane tries to reassure her but Polly's hand starts to crumble in hers and Jane realizes that the blockage in the Underground is made of crumbled alts.

Dr. Harrison arrives and Jane strikes a deal to bring the alts back to the Underground.

Rouge steers the giant robot through multiple states on her way to Doom Manor, not trying to hide from notice.

When Cliff isn't able to reason with Rouge, he discovers that he's able to control the robot. Rouge refrains from killing him and, instead, opens the hatch and flies away as a bird.

Larry is struggling with the idea of joining with Keeg. Vic reminds him of what his sub's advice -- to let love in.

Rita arrives in Florida and finds the Brain clawing his way around his condo in the top half of Cliff's body.

Rouge returns to the Dada's salon. She relives some of her happiest moments and then notices a door that wasn't there before. She finds the time machine. She gets in but gets in an existential argument with the narrating voice of the machine.

In the sweet shop, Jane tries to convince Dr. Harrison to return.

Vic offers to carry Keeg until they get back to Doom Manor and Larry can remove his bandages to allow Keeg to merge with him.

Clara arrives home to find giant robot Cliff sitting on her lawn. He apologizes and admits his failings. Clara forgives him.

The Brain finds Mallah's goodbye note and bemoans his luck to Rita. He offers to guarantee Rouge's death if Rita helps him rebuild Cliff's body. Rita seems to agree but then pours scalding hot water directly onto The Brain.

The Fog delivers Larry and Vic to Doom Manor. They head for Larry's room. Byron escorts Jane out and intimates she'd like to see her again before disappearing.

Jane collapses as the alts convene at the Underground blockage. Driller Bill organizes them all to dig the pieces out.

Larry and Vic make it to Larry's room. Keeg emerges from Vic and enters the room with Larry. Larry unbandages and welcomes Keeg in. Larry collapses.

Vic notices something is going on and rushes outside.

The Underground is rumbling. Dr. Harrison is directing everyone and Hammerhead concludes that Jane gave up her primary position to Harrison. Hammerhead orders Jane back to the surface.

Vic and Jane run outside to find Rouge emerging from the time machine. She has amnesia again but has a note pinned to her shirt from herself this time.

Cliff arrives but can't control his body and is heading straight for town. Jane flits into the control center.

Larry and the Negative Spirit come flying out but aren't able to go far. Vic has an idea and runs off. Rouge tries to follow but Rita arrives and gets a stranglehold of her neck.

Jane pulls the self-destruct on the robot while trying to stop it. She and Cliff sit back and wait for the explosion, hypothesizing the reaction to a giant exploding robot. Cliff makes his amends with Jane and she hugs his brain capsule.

The giant robot disrupts a little league baseball game, but a giant Rita is able to stop him, promising to bring him home.

In the aftermath, Rita rallies Larry, Jane, and Vic in the study while Rouge sits to the side.

The others agree to try to be a superhero team. Cliff, still a giant robot, shouts his assent from outside. Rouge stands up and asks to be part of the team too.

The news breaks that a giant demon testicle sack is ravaging the Suez canal. Rita proposes Flit take them all there, and Jane promptly passes out.

In the Underground, there's a passage through the blockage now, and Dr. Harrison is waiting for Jane to fulfill her part of the bargain. She sits down for a session.

The team is all inside the giant robot, labeled with their names and with a team mission board explaining who they are and what they're doing on the wall. Rita's in the time machine and once she activates it, Cliff picks her up and they travel to the Suez three minutes in the future to fight their first villainous monster.