The first episode of the second season of Who Wants to be a Superhero? The second season features ten new superhero contestants, new physical challenges and a new crop of evil villains, including "Dr. Dark", a masked evildoer who torments Stan and the superheroes throughout the season. In this episode "Dr. Dark" kidnaps the host. It is up to the Superheroes to solve the crime.

A challenge forces the superheroes to overcome their greatest fears. Afterwards, the superheroes are treated to a celebratory outing, however they are blind-sided when embarrassing facts about their personal lives are revealed.

The supervillain "Bee Sting" provides a sticky challenge for the Superheroes. The superheroes receive a costume makeover.

A challenge that features "Dr. Dark" divides the Superheroes into pairs. The Superheroes are shocked by a surprise elimination.

The superheroes use disguises when they go undercover to battle crime. Later, they get to see what their comic book cover would look like.

A fourth-grade class helps out in a challenge involving a secret code. Later, an old friend comes to the aid of the superheroes.

A surprise announcement comes from a mysterious stranger who has infiltrated the superhero lair. A challenge involving guard dogs proves to be difficult.

ECW wrestler Balls Mahoney leads the remaining superheroes through a challenge. We finally learn the secrets of Dr. Dark. A winner is chosen.