The evil Simon Barsinister had placed phoney phonebooths for real phonebooths everywhere. A bank president, on his way to work, steps into Simon's phoneybooth. Simon orders the preseident to bring the bank's money to him. The president does exactly that. At the army post, a general leaves his troops to make a phonecall, unaware that he is about to be under the power of Simon Barsinister. Simon orders the General to bring his army to him. Simon tells Cad that the army is on their way. Cad tells his boss that his invention was great. At the trainstation, a engineer was leaving Simon's phoneybooth. Simon tells the engineer to bring his train to him. At a college, a group of students were trying to see how many people can fit into one phonebooth. But the booth happens to be Simon's phoneybooth. The students were under tthe control of Simon Barsiniter. Shoeshine Boy soon learns of the giant crimewave Simon is causing. He hurries to a nearby phonebooth to change into Underdog, but as soon as he becomes Underdog, he is in Simon's power. Is Underdog really at the mercy of Simon Barsinister? Find out in Part 3.