Dakwing and Morgana are going out on a date. The lights black out and Darkwing looks for the problem. He sees that Megavolt is at the St. Canard power plant. He takes Morgana with him to watch so they can go on their date afterwards.
Once they get there and Darkwing makes his presence known, he learns that Quackerjack has teamed up with Megavolt. Darkwing tries to stop them but is captured. He asks Morgana for help and she accidentally turns Darkwing into pudding. Megavolt finishes putting his device into place and he and Quackerjack congratulate themselves.
Later, Bushroot and Liquidator show up at the St. Canard police station and create havoc. The police send out a distress call and Darkwing goes to help (after being returned to normal). Morgana asks if she can go and Darkwing tells her that he can handle it.
At the police station, Bushroot plants some seeds that create a giant beanstalk that takes the police station and puts it high into the air. On the way Darkwing runs into Stegmutt, literally. Stegmutt is selling hot dogs and insists that Darkwing buy one. Darkwing does just to get away and pays Stegmutt. Stegmutt wants to give Darkwing his change and follows him to the police station where they encounter Bushroot and Liquidator.
Liquidator convinces Stegmutt, who isn't very bright, to play like Darkwing is on fire. Stegmutt starts knocking Darkwing on the ground and this allows Bushroot and Liquidator to get away. Darkwing fusses at Stegmutt for allowing them to get away and walks off. Stegmutt is upset and starts pounding the beanstalk causing it to topple over sending the police station into the bay and squashing Darkwing. Stegmutt pulls Darkwing out from under the beanstalk and Neptunia shows up with the policemen that were in the station. Darkwing thinks she is trying to offer to help too and fusses at her. She get mad and throws Darkwing across town.
Meanwhile Megavolt, Quackerjack, Bushroot, and Liquidator report to their boss and tell him they have accomplished their tasks. The boss is Negaduck and he now plans to take over S.H.U.S.H. headquarters. Negaduck looks just like Darkwing but in a different costume. He plans to go to S.H.U.S.H. as Darkwing.
At S.H.U.S.H., J. Gander is showing the real Darkwing and Launchpad all the secret weapons that must be kept safe. They walk out of the room and Dr. Bellum walks in with Negaduck disguised as Darkwing. Just then the real Darkwing walks in and they starts accusing each other of being Negaduck. Darkwing tricks Negaduck into giving himself away. Negaduck grabs a pie gun and starts shooting pies around. The pies start expanding and soon S.H.U.S.H. headquarters is flooded out with the gooey mess. Negaduck jumps on Darkwing and explains that he, Megavolt, Quackerjack, Bushroot, and Liquidator have teamed up to become the Fearsom Five.
Darkwing is headed back to his hideout when he runs into the National Guard and they are being led by Gizmoduck. Darkwing insists that he can handle the situation on his own. Morgana and Stegmutt show up and Darkwing keeps telling them that he doesn't need any help. Just then Negaduck activates Megavolt's device that he had installed and it creates a shield around St. Canard and it cuts into the bridge and traps Darkwing, Launchpad, Gosalyn, Morgana, Stegmutt, and Gizmoduck inside the shield and causes the National Guard to fall into the bay. Gosalyn comes up with the idea that all the heroes, including Neptunia who just showed up, to combine and form a team to combat the Fearsome Five. Darkwing will have none of this and sends everyone away. He finds a bread crumb and surmises where Negaduck's hideout is.
He goes to confront them, but it is a trap. the villains each take turns beating up Darkwing and he is sent down a trap door that flings him out of the building to the street below. Negaduck laughs and says that that is the end of Darkwing Duck. To be continued...