Penny is sick of being just smart & not strong too. She thinks she'll never win a fight. The Flea suggests she should make a formula in her dad's laboratory that will make her extra smart and strong. While in the laboratory, The Flea bangs into the shelf with dangerous potions on it. The chemicals touch Penny and she turns into a huge and powerful monster. The Flea, Rikochet, and Buena Girl go into her head and help her win the fight. Penny uses her brain power to defeat the monster.