Drew, Jo and Roland are hanging out at Zoom Comics reading the latest BeetleBorgs comics when local bullies Van and Trip dare them to go into the old abandoned Hillhurst House. They accept and when Jo bumps into an old pipe organ, a "phasm" named Flabber emerges. As a reward for rescuing him from the organ, he grants them each one wish - and they all wish to become BeetleBorgs.