The episode opens with Xero speaking to a highly trained general who's name is Cross. Xero claims to have a suit that can make a warrior out of a common man. Cross mocks the suit and kicks the prototype over. Xero reveals that he has not yet found the fighter whose moves he will program into the suit.
At Charlie's house, he and his brother, Jason, are watching a wrestling match. Jason comments that Billy Cobb (one of the wrestlers) is a "cave man" and cannot fight well. Charlie gets angry and holds Jason in the "Cobb Clutch' until Jason makes a deal with him: If Billy Cobb wins, Jason sets the table for dinner. If Billy Cobb loses, Charlie sets the table for dinner. We see Billy Cobb kidnapped by one of his helpers, but Charlie and Jason do not. Jason laughs and Charlie looks stunned.
Jason is playing Hero Rising, but Charlie says he would rather read. Stan comes in and asks Charlie to help him with the VCR. Charlie names Jason the new leader of their group, and one of the other members, Lotus, cries.
Stan shows Charlie a video of Billy Cobb's kidnapping. Charlie recognizes the logo of one of Xero's robots and they discover that Xero is the one behind the kidnapping. Emma gives Charlie a device called an Electro - Depleater. It will fry the circuitry of anything electric. Charlie exits.
Billy Cobb wakes up in Xero's testing facility, and Xero sends a man dressed in a blue suit to attack him. Cobb realizes that he is dressed in a similar suit, save for the fact that his is red. The fight begins. Cobb is doing a poor job of defending himself at first, but then he becomes better.
The scene goes to Aaron Stone and Stan overlooking a line of Xero's robots, and contemplating their best chance of getting past them. Stan impersonates a robot and tricks the one who is guarding the room where the fight is into leaving.
Back at home, Jason and the other two team members are doing an abysmal job of playing Hero Rising, and everyone but Jason leaves. Jason takes Charlie's avatar (Aaron Stone) and continues to play the game.
Aaron runs in and blasts Billy Cobb's opponent with a yellow laser. He helps Billy up off the floor, and Billy kicks him in the stomach. Aaron doubles over and Billy apologizes. Xero reveals that he is the cause of Billy's attack and that he is in complete control of Billy. Then Xero makes Billy slap himself in the face and punch himself in the stomach. Aaron retrieves his Electro - Depleater and prepares to fry the suit. But Aaron, who has forgotten to read the manual, cannot activate the suit, and Billy kicks him in the stomach again. Aaron narrowly dodges a heavy weight that was intended to kill him. He calls Stan and asks for assistance. Aaron then makes a call to Emma to discover how the Electro - Depleater works. Emma says that she made it complex and cannot explain it.
Billy Cobb kicks Aaron in the stomach again, making him double over. He then uses the Cobb clutch to force him into submission.
Stan manages to break into Xero's control room and destroy the controller. Xero fires several blasts, none of which hit Stan. Stan exits.
Billy Cobb can now control his body, and he and Aaron escape after destroying the suit. Xero enters and reveals that he made a backup suit. It is noted that he is far stronger than he was before. Aaron runs to a gaming console to figure out the way to use the Electro - Depleater. Meanwhile, Billy Cobb wards Xero off barely.
Because Jason has stolen Aaron's avatar, Aaron calls Emma who disconnects Jason from the game, forcing him to log off. Charlie then discovers how to use the Electro - Depleater. He fries Xero's suit and Xero runs. Aaron, Stan, and Billy escape from Xero's facility.
Back at home, Charlie reconnects the plug to the system and tells Jason to restart the game. Charlie exits and Billy enters. Jason apologizes for saying that Cobb was a "cave man" and Cobb exits. The episode ends with Charlie logging back on to Hero Rising, preparing to begin another game.