After yet another defeat at the hands of the Bionic Six, Dr. Scarab decides to upgrade his Cyphrons. The new Beta Cyphrons are programmed to think for themselves, and are programmed with the tactics of the greatest military minds of history. Scarab sends the new Beta Cyphrons after the Bionic Six while he steals Sharp's new Ultra-Beam Laser. However, the Beta Cyphrons now have a mind of their own.