Scarab has developed a way to move his team's brains into new, indestructible bodies. Scarab's goons heads to Polymorph Plastics to get the last component he needs to complete the new bodies. However, before Dr. Scarab can begin, Scarabina (aka Mrs. Scarab) returns and tries to take over the gang. When she fails, she uses Scarab's bodies to create her own gang.