When Nukus defeats the BeetleBorgs, only their civilian powers remain. Art Fortunes tells Nukus about his brother, Les, an evil cartoonist who is locked away in Charterville Prison. Nukus heads for the prison while the kids try to stop the frozen Flabber from melting away by reading spells from Flabber's handbook. But instead, they end up turning themselves into bugs and discover that they can transform into bugs whenever they want.—Anonymous
Nukus destroys the Beetleborgs' armor, weapons, and powers, and turns Flabber into ice. While the kids try to persuade Art Fortunes to draw new armor, weapons, and powers for them, Nukus frees Fortunes' twisted brother Les from jail and summons some of Les' drawn monsters into the real world.