A crooked boxer named Joe Kapula tries to get a cut of money from the dive he just took. As Joe fights the mob, the Bionic kids jump into the fight. The members of the mob fighting Joe, however, reveal themselves to be Glove, Madame-O, and Mechanic. Scarab's goons escape with the money, and take Joe with them. Offering him a position on the team, Scarab transforms Joe into the Shadow Boxer.