The author of "Fright Files" thinks that Hillhurst would be a great inspiration for his work and moves in. Meanwhile, Vexor's new power-phaser makes Typhus more powerful and they set off to confront the Beetleborgs.

Wolfgang's recurring daydream of causing a mutiny becomes reality when Wolfie accidentally returns Flabber to the pipe organ where he gets stuck. Vexor and the Magnavors burglarize Art Fortunes' studio and take comics featuring Nukus, a very intelligent creature.

The BeetleBorgs take a beating from Borgslayer and finally escape to Hillhurst where they must rescue Flabber from the organ and Art from the monsters.