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The S-Force has been captured by an evil villain named Zarek, and he is planning to execute them. Fortunately, Jax escapes and manages to enlist Coop's help. Coop manages to save the S-Force from the "infinity zone," which Coop, Jamie, Kiva, the S-Force, and Megas fall into, but survive the Infinity Zone after Coop helps everyone escape, but now Zarek is sending down an entire army to terminate them. It's Megas and the Ultra-Dimensional Power Zorp vs. a bunch of insect robots! The "gift" that Zarek offers Coop, Jamie and Kiva is an end to their lives, whereas the "gifts" Coop tries to give Zarek, but almost destroys the S-Force with, is actually thousands of missiles being fired at Zarek, due to the new Super Destructor Mode.