Last year, Stan Lee summoned ten ordinary Americans to form an extraordinary team of superheroes, but when the pressure (and the fans... and the water) was on, Braid was too concentrated on her powers to even come close to saving the day, as she was the first to turn in her costume.

As night falls on the City, the heroes still talk about a) the lost dog from the first episode, and b) Braid. It was hard to see her leave, but at the same time, we have nine survivors. Defuser is closer to Limelight than to any of the other heroes. She is posed a challenge: for the next 24 hours, she vows not to say "I'm scared" or "I'm afraid." Mindset, though, believes that her dumb act is, and this is him talking, "a role". Hyper-strike thought that it came out of left field. Said comment drives Limelight to tears, but Mindset swears by it. Whip-Snap sides with Limelight on that.

Next morning... the heroes get breaking news. The notorious criminal Bee Sting has just broken out of the pokey with her eyes set on taking the City by force. Bee Sting's on her way to terrorize some kiddies at the Downtown Elementary School. "That's not far from here." We've got a mission! BEGIN THE ACTION!

The heroes arrive to find... a trap!

Next thing we know, our heroes, divided into two teams, are in a bee-stial spelling bee, where three words correctly will earn everyone's release. Defuser gets "Besieged." B-E-S... WRONG?! "It's B-E-E-SIEGED". Not only is she insane, she's also stupid. But she's clever stupid.

Making things more interesting, a mistake will put the team into danger.

Team 2: Bee-rate. Mindset... "I will not play your game, that is how it's spelled." Too bad, you have to play the game, or else... well, 1000 bee stings... Not sexy.

Team 2: Bee-numb: Hygena... Right.

Team 1: Bee-nightedness: Limelight... Wrong.

Team 2: Bee-rserkers: Hyper-Strike... Wrong. Up to 3000 bees.

Team 2: Bee-twixt: Mitzvah gets it. One more.

Team 1: Bee-zoar: Basura misses. Up to 3000...

Team 2: Bee-atitude: Hygena... miss. Up to 10,000.

Team 1: Bee-guile: Defuser gets it.

Team 1: Bee-wail: Limelight ties it.

Team 1: Bee-nign: Parthenon misses. Up to 10,000...

Team 1: Basura: BEE-mire.... That's right! Team 1 wins, and everyone's free. Mission complete.. Good job.

"But before I leave, here's something to remember me by..." Honey? Come on...

Later that night, the heroes hose each other off. Hygena's idea. Mindset's cape is destroyed... He's not happy about that. A hero without his costume is ... just a nut with powers. And no pants.

Luckily Stan the Man is here to fix that. But first, he wants to hear back stories, powers, and catch phrase.

Limelight's power is ... freezing.. under pressure. Stan suggests that she absorbs the powers of the brightest stars of film and TV. And night-vision. "Lights, Camera, Action!"

Mr. Mitzvah comes from a wealthy family. His power: his Star of David Paddle. He's a Bruce Wayne type. "L'chaim!"

Parthenon's catch phrases: "Rock on", "Who says diamonds are a girl's best friend," and "Bling's my thing." He is armed with an armaguard with three gems, the Echo Emerald for sonic hearing, the Eye of Apollo for shielding, and the Muse's Moonstone for illusions.

Hyper-Strike was kind of a chubby lazy kid. Stan wants to use some of that. He took all his anger from being teased, and channeled into sculpting the body of a superhero. "I am Hyper-Strike!"

Defuser was not a popular kid... but he liked tinkering with gadgetry. ... He's a longer, a spring ready to pop. "Evil's around, Defuser's gonna take'em down."

Mindset has a highly developed mind with the power of telekinesis. "For the future!"

Hygena fights crime... AND grime.

Basura controls the insect kingdom. "Is the trash gonna have to take YOU out?!"

Whip-Snap is a loner who hangs out with misfits. She looks back and she's proud of overcoming that. Her superpower is a sixth sense. "I'll whip you into unconsciousness... and snap you back to reality!"

Stan comments that they were born superheroes... but they still look like hell. It's Super Suit Upgrade time!

Limelight likes her new costume... Hyper-Strike... kinda misses his old one. Basura, Whip-Snap, and Mindset all like their upgrades, while Mr. Mitzvah is still thinking about Hyper-Strike's little... problem.

But unfortunately, one of the heroes will have to give up their costume... NOW.

Mr. Mitzvah didn't face his fears, and in the end, hurt his team.

Hygena impresses with overcoming her claustrophobia.

Mindset is smart.. but not necessarily wise not thinking about his team first.

Ms. Limelight looks the part of a hero, but didn't really have a hero backstory.

Hyper-Strike had poise with bees, but didn't like his new costume.

The three on the block tonight are Mr. Mitzvah, Ms. Limelight, and Mindset.

Ms. Limelight showed true courage today. The fear was in her head, but she didn't let it on. She swears that she'll be prepared for her next challenge.

Mindset would rather be stung by 10,000 bees than tell one little lie.

Mitzvah says his blindfold was a tool to center himself.

This is a most difficult decision. Mitzvah still doesn't play well with the others. Mindset believes in his actions, but doesn't believe in his teammates. Limelight's pact with the Defuser was very true, BUT she needs to step up to the challenges.

Mindset: "I believe in the courage of my teammates and I believe every one of them would sacrifice their own health for the greater good."

... Too bad, because you're going home tonight.

Back down in the library, the heroes gets new communicators, so keeping in touch will be easier.

Elsewhere, Bee Sting is making a pact with a dark being...

To be continued...