With his mind wiped and his intelligence boosted, Wilmer Sharp (the former Dr. Scarab) comes to live in the Bennett household. The Bennett family and Prof. Sharp try to raise Wilmer on the side of good. Wilmer shows his true colors again, but becomes even more threatening when he discovers the secret identities of the Bionic Six. He then "takes over" his former gang and sets his sights on the Bionic Six.