Matt is in his bedroom at night feeding Mr. Huggles when he hears a tapping at the window. He turns around to see Will, smiling and beckoning him outside. Matt climbs out of the window and into the Olsens' backyard with Huggles on his shoulder. He starts toward Will, who has backed up a few steps, but as Matt moves forward, Mr. Huggles suddenly goes berserk. Angrily chastising Will, Huggles clambers atop Matt's head, knocking off an apologetic Matt's hat: "I don't know why he's freaking out like this. Sorry." But Will smiles wickedly and deglamours into Nerissa as she replies: "No apologies necessary, dearheart…" Nerissa holds up the Heart of Meridian and teletransports the three of them away, leaving the yard empty save for Matt's fallen hat.
The following morning at Sheffield, Will joins Taranee before class. Taranee is angry because of the situation between her boyfriend and Theresa from the previous episode: "He knows my Mom threatened permanent grounding if we saw each other again. I'm not sure who I'm madder at: my Mom for keeping us apart, or Nigel for cooperating!" Hay Lin shows up in turn and raves about her crush, whose name she finally discovered: "Eric Lyndon. It's so musical, like something out of a fairy tale!" Irma and Cornelia join the girls as Eric is accosted by two cheerleaders. Irma quips: "Sorry, Hay-Lyndon. You got to know when you're out of your league." Suddenly, a handsome, tall senior passes and Irma's head swivels: "Ooh, Andrew Hornby… Hey, Andrew!" Andrew walks on, leaving Irma looking innocently at the others' ironic expressions: "What?!"
Moments later in a school corridor, Martin studies a posted bulletin and cheers: "Yee-ha! That radio station K-DRIP went bankrupt and donated all its equipment to the school. Knickerbocker's looking for volunteers to run a new student station!" Irma immediately hops on board, but the other girls decline. They depart when the bell rings, and Irma calls after them: "Come on, you know you want to! I mean, after all, I want to…"
A few feet away, Uriah starts bullying Martin, and Irma intervenes, using her mind-power to send Uriah a telepathic order: "Split, you bozo. Get a hobby!" Uriah stops in his tracks and leaves with his gang: "Let's split… Give the love-nerds some privacy." Martin immediately fawns over Irma: "Ah, I knew you cared!" Irma pulls a face.
Later on, in the schoolyard, Will calls Matt on her cell and leaves him a message: "Matt, call me when you're free. " But Matt is actually imprisoned on Mount Thanos, along with Huggles, and Nerissa refuses to release them. Suddenly, Mr. Huggles leaps up at her, attacking, but Nerissa turns the Heart toward him, magically suspending the dormouse in mid-air. Visible waves of anger emanate from Huggles and Nerissa laughs: "Hostile little creature, isn't he? In this light, you can almost see the anger. Perfect! He shall be the first to serve me."
The Heart of Meridian turns the waves of anger back toward Mr. Huggles, and as the dormouse absorbs them, he begins to grow and transform. Eventually he morphs into a barely-recognizable were-beast. Nerissa is pleased: "There was a beast of legend that fed upon anger. Khor, he was called… Yes, Khor the Destroyer. That will do nicely!" Matt is horrified: "What did you do to him?" Nerissa smirks: "I wouldn't worry about him, dearheart. After all, you're next!"
Meanwhile, at Sheffield, Principal Knickerbocker is walking Irma down the hall: "Miss Lair, this endeavor could be just the thing for someone of your particular…energy. In fact, I'd like to make you station manager." Irma beams: "You mean…the boss?!" Knickerbocker opens a door for Irma: "Yes, four others volunteered." Not seeing what's inside the room, Irma triumphs: "Hah! I knew the gang would follow my lead." Irma enters, and her grin quickly fades as the Principal introduces her to her staff: Bess and Courtney Grumper, Uriah Dunn, and Martin Tubbs. Knickerbocker shoves Irma into the room and exits with a: "Good luck, Miss Lair!"
The Grumper sisters are eager to dish the dirt on the air, and Irma ponders: "Typical Grumper-nasty. Then again, could be good radio…" Then she turns angrily to Uriah and asks him what he's doing here. The bully shrugs: "Thought it'd be cool to be a shock jock. You know, get a hobby." Irma grimaces as she realizes she has brought this on herself: "A hobby… Great."
The next morning, Will, Taranee, Cornelia and Hay Lin have gathered in front of Sheffield to hear Irma's radio debut. Her voice resounds over the school's P.A. system: "Irma Lair is on the air!" But suddenly there's a breakdown in the broadcast booth and the air goes dead. Martin calmly opens an equipment panel: "It's just a signal amplifier." The transmission is restored and Irma leaps up to hug Martin: "You did it! Martin, I love you!" Martin exults: "Oh, sugar-beetle! You finally admit what's in your heart… on the air!" Irma looks panicked at the mic as the Grumpers laugh their heads off, but Uriah speaks up before she can react: "Hey, that was fearless leader Irma Lair, with a face for radio and a voice for despair! She's so bad, the equipment shorted itself out just to shut her up!"
Meanwhile, on Mount Thanos, Nerissa tells Matt that her Knights of Vengeance were a disappointment: "I think you'd make an ideal replacement." Matt is defiant: "Yeah, except I've got this little problem with authority… and pure evil." Seeing that Matt is refusing to collaborate, Nerissa unleashes Khor. Khor leaps at Matt, knocking him to the ground! But then the beast hesitates, sniffing Matt before pulling away. Matt smiles and scratches Khor's head as both get up: "Looks like you lose."
Nerissa sighs: "I do appreciate loyalty, but I cannot tolerate disobedience." She zaps Khor across the cave with a lightning bolt, and waves of hatred start to flow out from Matt who screams: "Stop! You're hurting him!" Nerissa gloats: "And you hate me for it, don't you?" The Heart of Meridian turns the waves of hatred back toward Matt, who writhes as his silhouette changes, grows and transforms until Matt morphs into Shagon, a winged angel of hate with an expressionless golden mask. Nerissa explains: "Where Khor's power feeds on anger, yours will be fueled by the hatred of your enemies." Shagon acquiesces: "Yes, mistress."
Later on, on Thanos, Shagon and Khor flank Nerissa, who holds up her Heart and uses Quintessence to break out a humanoid form from a chunk of glacier. The creature of ice unfurls a pair of crystalline wings as Nerissa names him: "You are Tridart, and your strength shall come from the fear and desperation of your enemies." Then, out of a plume of lava, Nerissa creates a bat-winged creature of flame: "Ember, you shall feed on the pain and misery of others." Ember smirks: "Lovely. When do we hunt?" Nerissa commands: "Now! Find the Guardians. And put your powers to good use..."
Back at Sheffield, the Grumpers are in the broadcast booth and out of gossip for their "sizzling edition of Sheffield 411." They decide to create some by setting up Martin to sing a love song for Irma. Just as Andrew Hornby congratulates Irma on her radio gig, Martin's voice is heard over the P.A system: "Oh, Irma, you gave me a piece of your bacon, and I saved it till May, oh Irma…" Irma screams and dashes down the hall past her laughing schoolmates. She jets in the broadcast booth and shuts off the mic. Unbeknownst to her, Uriah's flips the microphone switch back on as Irma yells at Martin: "I'm not in love with you! I'm not even in like with you! I've tried to tell you a million times but you won't take the hint! You're ugly, and your mother dresses you funny! Martin Tubbs, you are a LOSER!" Suddenly, Irma realizes that she is on the air, but it's too late and the damage is done…
After class that afternoon, Will, Taranee, Cornelia and Hay Lin are walking home with a devastated Irma: "This is horrible. Unforgivable!" Irma slumps, as the girls cut across a deserted construction site: "The thing is, I don't hate Martin. I mean, if he didn't bug me now and then… I'd miss him." Suddenly Ember descends from above: "I smell pain, and now I want a taste." W.I.T.C.H. is stunned as Tridart, Khor and Shagon touch down beside Ember and introduce themselves: "We are Nerissa's Knights of Destruction. Your destruction…"
The battle begins, but with the Knights' powers fuelled by the girls' negative emotions, W.I.T.C.H. is having a hard time fighting back. Will confronts Shagon, telling him to stay away from Cornelia. Shagon sneers: "The way I stayed away from Matt?" Will panics: "Matt? Did you hurt him?!" Shagon gloats: "How much would you hate me if I had?" Before Will can unite the Guardians, Cornelia regroups the girls under a crate, away from the Knights' blasts, and orders Will to get them out of here.
As soon as they fold back to the Silver Dragon basement, Irma leaves, and Cornelia explains to the remaining Guardians why the Knights fed on their drama. To Hay Lin: "Icicle-Boy called you desperate; which you are, for Eric. Lava chick was gloating about Irma being in pain; which she is, over Martin. And Taranee…" Taranee interrupts angrily: "I can't beat Fuzzy if I'm mad at my Mom?" Cornelia sums up the situation: "Just try to keep it in check. You especially, Will. Dark Angel wanted you hating him." Will grits: "Then he knew his stuff…"
Meanwhile, Irma rings the doorbell of the Tubbs' house: "Martin, I know you're in there! I demand you let me grovel!" Irma moves away from the closed front door and sits on a fire hydrant. She claps her hands and a geyser of water propels her up to Martin's second-story bedroom window. She grabs hold of the windowsill, startling Martin who is curious how she got up there, but only briefly: "Just go away." Still hanging from the window, Irma refuses: "No! You're going to hear 'I'm sorry' whether you want to or not!" Martin slumps down onto his bed: "Proving you only care about yourself. You're apologizing so you'll feel better, not me." Irma hangs her head, struck by the truth of this…
Later that night, Will, Cornelia and Taranee are exiting the Silver Dragon when they are ambushed by the Knights of Destruction. Hay Lin runs outside the restaurant to join the girls, and Will unites the Guardians. W.I.T.C.H. (minus Irma) and the Knights begin an aerial battle high above the rooftops of town. Ember looks for Irma: "Where's your friend? I hunger for her sweet misery!" Just then, an oblivious Irma walks right under the battle, muttering: "Why does everyone think I'm so self-involved?" In mid-fight, Will zips right past Irma: "Hey, Irma... IRMA?!"
Moments later, Irma now in Guardian-mode confronts Ember, who rejoices: "Ah, my favorite! Your misery will make me more powerful than ever!" Irma retorts: "Here's the thing: my misery, not so important right now. What's important is making it up to Martin. You? You're just a Knight of Distraction!" Ember is frustrated: "I don't feel any pain!" Irma deluges Ember with water: "Aw, really? Here's some!" Defeated, the Knights depart, but not without a warning from Shagon: "I can still feel your hatred, Will. It shall be your undoing… But not tonight."
At Sheffield the next day, Irma enters the broadcast booth and interrupts Uriah's radio shock jock shtick. She leans over the mic and apologizes as the whole school listens: "Martin, I was awful. I said some things I didn't mean, just to hurt you. I don't expect forgiveness, but I truly am sorry. And if you're not in my life… I'll be the real loser." Irma leaves the booth and walks down a corridor full of jeering students. Andrew stands up for her, telling the others to knock it off, and Irma smiles. Suddenly, she sees Martin moving away from her locker. Will, Cornelia, Taranee and Hay Lin join Irma as she opens her locker and pulls out a small note. Hay Lin asks: "Well? What's it say?" Irma looks down the hallway and sees Martin pausing at the door to his classroom. He gives her a small, wan smile before entering, and Irma smiles too as she reads the note aloud: "You'll never be a loser…"