Carmen's henchman Mason Dixon steals her time machine. Suddenly, he is the leader of V.I.L.E. and Carmen is only his henchwoman. Zack and Ivy have to restore the damage Mason has done and also stop him from trying to change the outcome of the Civil War.

When Carmen tries to steal some treasures from industrialist Malcolm Avalon she discovers a painting representing her mother. At the same time, Lee Jordan takes the decision to become the new leader of V.I.L.E. Avalon tells Carmen, that the medallion she has with her, representing the same woman as on the painting, was a gift for his daughter, but he says, that Carmen can't be his daughter because she died in a fire and she would never have become a thief. To convince him she turns herself into the police but when Lee abducts Avalon, she breaks out again.