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The comic starts in Mrs. Godzilla's class. Mrs. Godzilla creates a plan to destroy Ultra-Nate, and tells Flunky what to do. Later, in art class, Nate hears a cry for help. He turns into Ultra-Nate, and goes to save whoever cried for help.
It turns out to be Flunky, who zaps Ultra-Nate with Mrs. Godzilla's new invention, the transferrizer. It took away his powers, leaving him weak as a kitten. Then Flunky transfers it to Mrs. Godzilla. Mrs. Godzilla then attempts to take over the school, and chases off all of the good teachers.
Nate realizes that if she his powers, then she must have his weakness, which is egg salad. He finds the egg salad, and dumps it on her. He then takes the transferrizer from Flunky, and turns himself back Ultra-Nate. The crowd celebrates, and Ruby kisses Ultra-Nate.