A flashback shows the origins of Doctor Terror as well as that of his enemies the Centurions. Terror, then a younger, ambitious and fully human scientist, has saved Hacker, then a petty human thug and thief, from being captured by the police, and after recruiting him to his cause with promises of power, Terror converts Hacker into his current cyborg form. Terror then presents the cyber-augmented Hacker to his peers, arguing for the worldwide conversion of humans into cyborgs but is rejected by his scientist colleagues who are disgusted by his unethical work, and Terror leaves in disgrace but swearing vengeance. Back in Terror's hideout Hacker panics, asking Terror to be reverted back to his human body, but when Terror tells him the process is irreversible, he freaks out and causes an accident that gravely injures the left half of Terror's body, and he has no choice other than to become a cyborg as well to save himself — but Terror smiles in joy at the sight of his new cyborg body. Soon after, Terror sends Hacker and his Mecha-Mooks to attack facilities that serve his purposes — but in one of the attacks, Hacker is forced to retreat by Max Ray, who is wearing a new special suit, known as an Exo-Frame, that gives him Super-Strength. Max is soon joined by two other experts in their fields, Jake Rockwell and Ace McCloud, and the three of them are commissioned as the Centurions — the only force capable of stopping Doc Terror and his evil plans for world conquest. In the present, Gog helps Terror in creating a weapon that puts robots and other machines under Terror's control, and with this new weapon, Terror, Hacker and Magog infiltrate Skyvault, capturing Crystal and taking over the space station. The Centurions, now stationed at the Centurion Academy, soon realize that Skyvault is now controlled by Terror, and they send John Thunder to infiltrate Centrum in order to retrieve a disc containing the location of the Academy to prevent it from falling into Terror's grasp. John succeeds in retrieving the disc but has to face Magog, and the powerful robot proves to be immune to John's vibro-knife.
Tropes Xtreme!:
- Emergency Transformation: Terror is forced to use his own cyborgization process to survive. Atypically for the trope, he likes his new form.
- Flashback: The episode features several of them.
- Freak Out: Hacker's fateful tantrum when he learns he can never be fully human again.
- Origins Episode: With the series nearing its end, the episode finally shows how Doc Terror and Hacker became world-threatening cyborgs, and how the Centurions were brought together to stop them.
- Start of Darkness: We see everything that led to Terror's decision to Take Over the World.
- Vibroweapon: John's vibro knife. Unfortunately, it doesn't work against Magog.
