When a dinosaur-like robotic creature known as NM-E starts attacking U.S. army bases and stealing missiles, a group of heroes including Hardcase, Prime and Prototype team up to stop it.
Atalon, the king of the fire people continues his attack on humanity by launching several missiles at several locations. Pixx manages to stop some by using her computer, but she is unable to stop three which need to be disarmed manually. Prototype goes after a missile heading for Berlin, whilst Prime and Hardcase try and stop one from reaching Alaska. Contrary and Pixx disarm the final missile.
Whilst Atalon continues his attack against humankind Ultraforce find out where he is keeping the missiles. They devise a plan to stop him and the rest of the fire people, which results in one team member making a great sacrifice.
Prototype gets sick of being Ultratech's hired gun so takes some time off and visits his mother. Whilst home he realizes that things have changed, as most of his old friends are hanging around with an evil kingpin known as the Lord Pumpkin.
Johnny Domino is the latest ultra to emerge from the cable car accident. As he comes to terms with his new abilities Ultraforce are keen to recruit him, but he is more set on finding the evil Chrysalis, who is wrapping humans in cocoons and stealing their appearances.
Hardcase's latest co-star Veil is hiding a secret from him, that she has ultra abilities. Topaz and Ghoul think she is hiding something else and start to delve into her past history revealing a lot more than they expected.
A strange entity beams powerful cries for help from the moon, but the energy blasts are causing disasters on Earth. UltraForce goes to investigate, but first they must face a squad of ordinary people suddenly afflicted with ultra-powers.