Infantor forms an army of obedient slaves to do his bidding while, on Earth, Paloma and Betty try to keep Betty's cousin Kyle from getting into trouble at the mall./ A former foe, Mylord Orus, escapes from prison with a "son" Shermie the Germie a mutant metal eating fungus. Meanwhile, Betty and Noah must clean up Purrsy's litter box before they can leave for a game later on.