While the rest of the Defenders are relaxing, Iceman, Angel and Beast face-off against The Walrus. However, they have nothing to fear. Frog-Man is on-site to assist them.
After ten years of working their way through all the animals on earth in alphabetical order, and based in a forgotten boiler room, "Uncle Humbert" finally manages to give his nephew Hubert Carpenter the proportional powers of a walrus. He sends Hubert up to create wanton destruction and face the Beast, who is in town for a college lecture, as a test.
Beast is nervous for entirely different reasons: his lecture. Angel and Iceman try to boost his spirits but it doesn't help, especially after Bobby jokingly pretends that Beast is his boyfriend in front of a gaggle of college girls.
Meanwhile Frog-Man, who has his father Leap-Frog's costume, is also coming to the lecture, so he can audition for the Defenders.
Beast manages to overcome his stage-fright and ends up giving a well-received lecture until Frog-Man jumps up on stage. The Defenders, unfortunately, are not interested in a new, untested member, regardless of his appeals.
Back in the Rockies, Moondragon tries to counsel Cloud, but Cloud mentions Angel's interest in her right in front of Candy, sending them both into a huff.
The Walrus rampages ridiculously through town, destroying fire hydrants and fast-food restaurants, until finding his way to Beast's lecture. Angel, Iceman, and Beast try to stop him, but are defeated by his bulging stomach. With an enormous dollop of luck, he manages to knock them all out. Frog-Man then steps in to save the day, beating Walrus through his own luck.
The crowd wants the Defenders to accept Frog-Man into their ranks, but his dad Leap-Frog shows up and drags him home by the ear.