Dr. Scarab and his team break into Brianobian Laser Core Generating Plant to set up his Modifier. Though the Bionic Six arrive on the scene, they are too late to prevent Scarab's Modifier from activating, covering the entire Earth in an energy wave. As additional security arrives on the scene, the Bionic Six are shocked to find that the security team work for Scarab. The Bionic Six escape, but little do they know that General Brillig and the rest of the world are also under Scarab's rule. The Bionic Six are captured, and it appears Scarab has finally won. However, Prof. Sharp, with the aide of F.L.U.F.F.I., seek out those small few in the world unaffected by Scarab's Modifier: other bionic and android heroes and villains.