Computer Zoot begins to learn information by itself. Ellie is upset when Jack seems to be concentrating only on work. Slade tries to explain why he had to leave Mega, but Mega won't hear any of it. Lex lets Mega escape in exchange for information regarding the whereabouts of his lost friends. The Mall Rats decide to throw a party to celebrate the victory over the Technos. Gel plans to sleep with Lex. Darryl alarms the others about Mega's escape. Ram is worried when the computer disobeys him at its own will. Ebony and Slade rush to Ram's side when Mega tries to kill him. Gel tries to sleep with Lex, but he falls asleep. The party is in full swing when suddenly the power goes out in the entire city. Ram is shocked when Computer Zoot takes over the city by itself.