The Metal Men find themselves fugitives on the run from law enforcement after a series of disastrous incidents. When cornered by police, they are suddenly attacked by an enormous alien fly called Fferka that threatens both the officers and the team. After destroying the creature, its corpse releases a swarm of flies that all begin growing to giant size. Colonel David Magnus, brother of Doc Magnus, rescues the team and reveals that alien invaders from the dying planet Ffeexa have come to Earth to raid its resources, while Doc Magnus remains comatose from a laboratory accident.