- M.O.D.O.K. is not allowed into the Leader's fancy club unless he steals Captain America's shield, So, he recruits a gang of has-been super villains from the Bar With No Name, but the heist does not go according to plan.
- MODOK recruits a crew of C-list villains so he can steal Captain America's shield and impress the A-list villains. He finds he has more in common with the loser villains than he thought. Meanwhile, Jodie and Monica bond, and Louis makes a new friend.—Gislef
- Sitting in his apartment, MODOK spends a few seconds watching his DVD collection on his computer mind. He realizes he has 62 hours left to kill, and wonders what he's going to do. Super-Adaptoid suggests that they hang out together, but MODOK tells him to just turn into a TV. A beer commercial comes up, and MODOK figures that he can drown his loneliness in alcohol... with anyone except Super-Adaptoid.
MODOK ties to get into Soho Lair, but hasn't paid his dues and doesn't get let in. He sees Leader and Mr. Sinister watching from a balcony and tries to get Leader to let him in. Leader tells MODOK that the club is for elite villains and MODOK is out of his weight class, and the villains make it clear that MODOK isn't top-tier. Jokingly, Leader tells MODOK that he can impress them by bringing them Captain America's shield. The supervisor tells MODOK that the low-tier villains usually go to the Bar With No Name, and MODOK tips her a half-eaten potato.
Jodie takes Louis to MODOK's office at AIM HQ, and the host tells Louis to go to the teen zone rather than the day care center like he prefers. Louis tries to talk to Carmilla Rappuccini, who isn't impressed with him.
At the Bar, an impressed Armadillo tries to get MODOK to play darts. Melter tells Armadillo that MODOK doesn't have the stomach for down-and dirty street crime, and the other patrons wonder why MODOK is there instead of Soho. They realize MODOK couldn't get in, and then start fighting among themselves. MODOK figures they can use their talents to help him get the shield, and declares that he's enlisting them into a heist. MODOK figures that he can't tell them they're benefiting him for something that will probably cost them their lives, and tells them that they'll get money to buy half a pontoon boat each.
MODOK starts briefing the five villains: Poundcakes, Armadillo, Angar the Screamer, Melter, and Tenpin. MODOK soon realizes that they can't read and they'd rather get food, and he gets them to focus. Tenpin points out that he doesn't have his pins, because he pawned them. They go to the pawns shop to get the pins, Tenpin doesn't have the money, so MODOK offers the broker one of his buzz saws in trade. The broker licks the blade until he cuts it off, then takes the blade in trade for the pins. They argue over crew names for their jackets and Armadillo discovers his wife's ring is there and goes to save his marriage. Everyone else runs out, MODOK figures they need a car to go get Armadillo for the heist, and he MODOK calls Super-Adaptoid and says that he needs him.
At AIM HQ, Monica comes in and finds Jodie looking for MODOK. When Jodie says that she's MODOK's wife, she takes out a bottle of whiskey and says that she has questions.
Super-Adaptoid takes on the form of a van, and the crew drive to Armadillo's place and drink a lot of beer. The Adaptoid wants them to think of him as part of the team, and MODOK insists that they don't. MODOK then tells the crew that once they get Armadillo, the heist is back on. They pull up to Armadillo's ex's house, where he's arguing with her about their marriage. Her husband, the villain Mandrill, comes out to fight Armadillo if he doesn't leave. MODOK breaks up their fight, and tells Armadillo to get in the van. Armadillo tells MODOK that it hurts when people fall out of love with each other, and MODOK briefly bonds with Armadillo before shaking it off and insists that he's happily married.
Armadillo tells the crew that he can't do the heist and is going home. MODOK, desperate to get Armadillo's help, says that he can fix it. He TPs the house and then drives off
Monica and Jodie drink as Jodie tells Monica about MODOK and the two women bond. Jodie admits that she came there to get MODOK to come home and help with some of their tech. Monica tells her to forget MODOK, and she's the best genetician on staff.
The heist begins, and MODOK agrees to go afterward to the all-night meatloaf place the rest of the crew wants to go to. Two teenagers pull up and insult Angar, who is driving. MODOK tells a depressed Angar to show them how to rock, and Angar unleashes his sonic scream on the teenagers. They shoot a crossbow at the van as Angar drives it away, and hit the license plate. They pull up to avoid the pursuing teenagers, in the parking lot of Poundcake's old high school. The others follow her in, except MODOK who complains that it's the longest Phase 1 of a plan in history. MODOK goes in after the others, and the teenagers double back and steal the van.
Poundcakes goes inside and laments that they took her name off the trophies after the drug testing for her mutant abilities. MODOK breaks open the case, bends a trophy into a discus, and gives it to Poundcakes, who throws it out a window. She figures they should call it a night and the others start to follow her. MODOK tells them that they have to dig under their fears and find anger and vengeance, and he's going to use the shield to smash the elite villains' faces in, so they'll accept him.
The crew realizes there was never any money and it was just about the shield, and MODOK was using them to get back in with the A-list villains. They walk off, and MODOK tries to hitch a ride to Avengers Tower. Even the teenagers drive by in the stolen van and throws big gulps at MODOK. It rains, and MODOK sees the Night Loaf nearby.
Inside, the waiter tells the crew that MODOK paid for their loaves. MODOK comes over and apologizes, and admits that he didn't give them enough credit. He tells them that they don't give themselves enough credit but they got heart and grit. MODOK says that he's not one of them but he wants to be, and he'll deliver on the score by robbing Night Load. The waiter hears him, and Melter suggests they steal the shield and hang it up in the Bar, and everyone agrees.
Louis tells Carmilla that MODOK is his father. Monica and Jodie come in, and Monica jabs Louis with a syringe. Carmilla insists that Louis isn't her boyfriend, and Monica explains that she altered Louis' DNA to give him a peanut allergy, like Jodie said he had in her book. Louis is thrilled that he's now complex, and Jodie drags her son off while Carmilla wishes him good night.
The crew get on a subway train, fall asleep, and miss their stop. They go to the beach and MODOK blames himself for letting them all fall asleep. The others assure him that it was a fun night, and they go to the Bar to have one more round of drinks and some of the free donuts, except for Melter who dies of natural cause.
The teenagers dump the Super-Adaptoid van, and the evil younger MODOK finds Super-Adaptoid, knocks him out, and drags him away.
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