After Mr. Awesome decides to retire and disband The Awesomes, his son Prock steps in to keep the team going. Meanwhile, Dr. Malocchio decides it's time to come out of super-villain retirement.

The team is trapped in their hologram training room, while Gadget Gal is left outside. As she fights her archenemy, The Tomboy, The Awesomes tell the stories of how they became superheroes.