The Beetleborgs are no match for Nukus as he blows away their powers and freezes Flabber and plans to take Art hostage thinking he was the one who created him. A terrified Art confesses that it was his demented brother Lester 'Les' Fortunes who did it. Nukus pays a visit to the Charterville prison where Lester is. At first Les is scared, but then he recognizes Nukus. Art arrives to try and talk his brother out of it (refusing to listen to the pleading of the children to give them new powers), but this only leads to him being locked up. Drew, Roland, and Jo gain the power to "bug out" and become actual insects.