The episode begins with Dick Clark and announcer Gary Owens recapping the events from the first installment before the Fantastic Four continue to recount their first encounter with the Puppetmaster for Dick Clark's college scholarship telethon audience. Once the Puppetmaster sent Alicia (disguised as Sue Storm) and the entranced Thing to the Baxter Building to deal with the remaining two members of the Fantastic Four, he tunes in to a news broadcast from the new "escape-proof" maximum... security prison. As he watches, he uses a sculpture of vicious criminal Slash Curtis to instigate a riot, steal the guard's weapon, and enact a jailbreak. During the commotion, the reporter stops the prison warden for a series of questions and the Puppetmaster takes photos of his face from which to create a new sculpture. Back at the Baxter Building, the Thing wastes no time in carrying out his orders. Upon arriving, he throws Johnny through a bookcase and bursts into Reed's lab. Reed immediately realizes the Thing is in a trance and not controlling his own actions. He lures the Thing into crashing through a cylinder of his recent experimental formula; Reed's formula not only succeeds to knocking the Thing out of his trance but even returns him to human form. When the fighting's over, Alicia steps forward in confusion, removes her blonde wig, and begs for someone to tell her what's going on. Ben explains what he's learned of the Puppetmaster and explains that Sue is being held captive. Moments later, Reed's formula proves to have been a temporary fix and Ben returns to his stone figure. The team has Alicia wait at the Baxter Building and, as they go to leave for the Puppetmaster's home in the Villages, Reed introduces the Thing to his newest invention - the Fantasticar.The Puppetmaster soon completes his neuro-kinetic clay statue of the prison warden and uses his command over the man to open the prison gates, releasing prisoners into the city. Slash Curtis and his crew seize the warden and hold him hostage in the cell block, with Slash designating himself as negotiator. Meanwhile, Sue is chained to a chair in the Puppetmaster's loft. She shuffles to a nearby table where the key to her shackles had been left. She unlocks her restraints, turns invisible, and goes to escape but the Puppetmaster discovers her escape and uses a fresh Invisible Woman statue to halt her. Reed, Johnny, and Ben arrive and confront the Puppetmaster, who unleashes a robot drone to slow them down while he makes his escape with Sue. Ben easily pounds the drone into submission but the Puppetmaster has taken Sue aboard a helicopter and is already too far for Reed to reach. Johnny jumps into action but the Puppetmaster spots his follower and throws Sue from the helicopter as a distraction. She's rescued from the fall by Johnny and they regroup with the others. Their first plan of action: get to the prison, halt the riot, and save the warden. The team arrive in the Fantasticar just in time to watch as Slash's goons take the television reporter hostage.We are returned briefly to Dick Clark's telethon where the Thing is selling more copies of the Fantastic Four's autobiography before Clark requests that the team continue with their story. Recognizing the risk in a direct assault on the prison, Reed forms a plan. The Human Torch and the Thing bust into the prison from below, tunneling through the ground and bursting out amidst Slash's assembled crew. The Thing captures Slash and his thugs in a cage while Reed and Sue rescue the reporter from her two captors. With the prison situation under control, the Thing visits Alicia in a new home Reed and the team had acquired for her in an effort to keep her safe from her evil stepfather. Alicia displays the Thing a sculpture she had created of him and we briefly see the budding feelings the two have for each other in a tender moment.The team arrives at the Puppetmaster's home and Reed neutralizes the remainder of his neuro-kinetic clay, but the Puppetmaster is no where to be found. Reed realizes where he must be heading and the team jet off to Alicia's new apartment where Reed expects the villain will turn up. The Puppetmaster arrives at Alicia's apartment to retrieve his prized possession: a statue he'd sculpted of himself in his true Puppetmaster glory. With the puppet, he plans to control the governments of the world and seize control. Alicia fights to retrieve the puppet from her stepfather and, in the ensuing struggle, the Puppetmaster and his puppet are thrown out the window to the street below. The Fantastic Four arrive a moment later and the Puppetmaster has disappeared.The episode concludes in Dick Clark's studio where the telethon has reached $5 million and Ben continues to pitch copies of the team's book to the studio audience.