The mad scientists have a science fair to show off their work. A personality swapper is used to cover a theft. Arthur manages to kiss Carmelilta, only to find out that The Tick is still in Carmelita's body.

The Tick and Arthur become teacher and teacher's aid at an Extension Class for people who want to become Superheroes. While on a field trip, they encounter Mr. Creamy, a disgruntled former employee of an ice cream company on a mission.