Pablo and Tyrone exit Tyrone's house. They introduce themselves to the viewer as Yucky Man, a supervillain who covers everything in sticky goo, and Dr. Shrinky, a supervillain who shrinks things. They sing Superheroes vs. Supervillains. The villains disappear to steal the Key to the World. Uniqua and Austin appear on screen and introduce themselves to the viewer as superheroes.
Uniqua is Weather Woman, a hero with the power to change the weather, and Captain Hammer, a hero who can build anything. The heroes sing Superheroes vs. Supervillainsagain. They head off to stop the villains from stealing the Key to the World.
Meanwhile, the supervillains are trying to find the Tower of Power to steal the Key to the World. They sing Key to the World. The superheroes tell the villains to stop. Yucky Man shoots goo at them and causes the heroes to get stuck. Captain Hammer builds a vacuum and sucks up the goo.
The villains are skating across a frozen icy pond to get to the Tower of Power. Weather Woman and Captain Hammer find a stranded boat in the frozen pond. Weather Woman changes the weather from cloudy and dark to sunny and melts the ice.
The supervillains are stranded on a piece of ice in the middle of nowhere. The superheroes pass by the villains in the boat and brag. Yucky Man has a panic attack and makes the water turn to goo. The heroes are stuck. The villains pass by the heroes and brag. The heroes sing The Sea Of Gobbly Goo as they step in the gross goo. Austin builds a bridge for them to cross.
Meanwhile, the villains are halfway there. They laugh maniacally until they are passed by the heroes. They are confused. The heroes walk to the tower, but Dr. Shrinky shrinks Austin to be as small as a shoe while they sing Superheroes vs. Supervillains. The villains walk up the many sets of stairs and get tired. Back outside, Austin and Uniqua are singing You and Me to the Rescue as they figure out a plan. Weather Woman makes a tornado appear and it takes them to the top of the tower.
The villains reach the last staircase and meet the heroes. Dr. Shrinky tries to shrink them, but the shrink ray comes back at the villains and shrinks them. Captain Hammer builds a cage around the villains. The heroes say that the villains may be released if they promise to be good. The villains accept and turn into heroes: Yucky Man is now Very Clean Guy, and Dr. Shrinky is now Dr. Grow. Pablo's stomach growls, and explains that he is also "Hungry Guy". Tyrone invites everyone over to his house for granola bars. Everyone accepts as the tower transforms back into the backyard. They sing the end song and enter Tyrone's house. They all open the previously closed door and shout "Wahahahahaha! I mean, To the rescue!". The end credits start.