The bad guys are released from prison, but they find themselves struggling to fit in with the general public and society. Wolf is inspired by the Governor Diane Foxington and her belief that they have a reason to be respected and Wolf, alongside Commissioner Misty Luggins track down a new bad guy named the Phantom Bandit. They discover some evidence leading to Snake, only for him to reveal that he was with his new girlfriend Susan the entire time. The bad guys form an alliance, in a bid to try and expose the Phantom Bandit, only for them to be framed for the Phantom Bandits work.
The bad guys are captured by a gang of villainesses, Pigtail, Kitty and Susan, the last of whom was only pretending to be Snakes girlfriend to lead the bad guys to them. Kitty recruits them and she orders them to steal the Moon-X rocket ship, an experiment that the space agency had been working on. Kitty also goes on to explain her plan of revealing the Phantom Bandit as her old identity, the Crimson Paw. Diane pays their old foe, Professor Marmalade a visit, where he reveals that Kitty plots to use the Moon-Xs magnetism to attract gold and steal the entire world's gold.
The gang hatch a plan, which goes well, when they are successful at stealing the rockets owner, Mr.Moons watch. At first, Kitty is impressed by their work and hands Wolf the flash drive, however upon discovering that the bad guys had recorded her confession, she traps them and uploads the video of Dianes true identity to the internet. Kitty also alerts the police of the bad guys whereabouts. Before the females can board the rocket, Diane confronts them, but Kitty claims it is too late and that she cannot stop the footage from reaching the globe, before tranquilizing Diane. Despite being only half awake, Diane still manages to successfully board the rocket. Whilst Luggins arrests the bad guys, she also claims that she believes them and via a helicopter, helps them board the rocket.
Pigtail and Susan, who goes under the codename Doom feel guilty about attempting to hurt the bad guys and retract their plans, however Kitty is determined to succeed and she uses the rocket to extract a significant amount of gold from the Earths atmosphere. Wolf observes as Kitty breaks the magnets remote control, but Wolf manages to still contact the space agency and alert them of Kittys plan, by pickpocketing the watch, causing the rocket to crash right into the space station, in doing so, causes the gold to also come crashing down to earth. This enrages Kitty and she attempts to murder Wolf, only to be stopped by Diane, who has recovered. Wolf and Diane reconcile, before the pair embrace their first kiss. As the rocket comes crashing down to earth, the bad guys regroup and Kitty escapes using an escape pod, followed by Pigtail and Doom. As the rocket crash lands, Luggins fakes Wolf and Dianes deaths, allowing them to work secretly undercover and Kitty, Pigtail and Susan are all arrested and put behind bars.
