Charly "Friction" Beck; Lenore Fenzl; David Landers; Randy O'Brien; Jeffrey Walters; Curt "Stalagmite"; Scrap Iron; Black Powers [Bazooka (villain); Indigo (villain); "Chill" Wexler (dies); Squirm]; Tangler (villain); Freefall (villain); Mutator; DDTeens ["Scuzz" Cuzinski; Mothball; Evan Huebner; Michael Crawley (cameo); Annie (cameo); Heather (cameo)]; Tanis Newhouse; Pam (introduction); Sally; Sponge; Deborah Brownlea (introduction); Marty (cameo); Dr. Semple; Juris Ziegler (cameo)
Freefall and Tangler take their revenge on the Black Powers by killing Chill and nearly killing Squirm. New director, Tanis Newhouse, calls a general assembly to deal with the escalating violence at the Clinic. During the assembly, the Black Powers start a riot in order to kill Freefall and Tangler. All are incapacitated by Lenore, who uses her power to knock everyone out.