Suprema and Twilight are defeated by Satana and Lounge Lizard who are part of a new evil Youngblood team. Doc Rocket and Johnny Panic are subdued by Speedwell (another speedster) and his sister Poppy (an illusionist). Shaft and Big Brother get beaten by Sentinel (who escaped from the Hell of Mirrors in Supreme #56), and uranium giant monster Atomo.
With all of Youngblood captured, it is up to Waxey Doyle to become the costumed hero Waxman again to distract the evil Youngblood team whilst the others free themselves. Youngblood manage to defeat the evil team, but not before most of the villains are able to escape.