Zadavia explains the history of herself and Optimatus to the Loonatics. Optimatus betrays Massive, Mastermind, Sypher and Weathervane, sending them back to Acmetropolis as he activates a Wormhole to suck the city-planet up whole. Now knowing the secret of his past and his relation to Zadavia, the Loonatics head for Optimatus' base of operations to battle him and his "Optiforce(s)" once and for all!