A cat-masked thief escapes from the Metal Men and decides to kidnap Doc Magnus to control the team. At the laboratory, he discovers and commandeers a duplicate set of Metal Men that Magnus created for the army, then attacks the doctor and leaves him unconscious with memory loss. The evil duplicate Metal Men easily defeat the original team in their first encounter. As the original Metal Men split up to track down their evil counterparts across the city, they face repeated defeats while the duplicates continue their crime spree, and Platinum must care for the memory-impaired Magnus.