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Its the night of the prom for Seniors of State U, Tina begs Doc to come but wants to work on his latest robot, so the Metal Men go without him and all the guys have the 'hots' for Tina and want to dance with her. The Metal Mods Suddenly the plastic roof of the dance hall opens and The Metal Mods appear in a helicopter, threatening everyone inside with blasters. The Metal Men move to attack and the marauders fire tear gas which halts the students and the Metal Men, the gang grab Platinum and not knowing that her atomic weight is 195.23 it takes all of them to get her into the helicopter before flying off with their prize whilst the Metal men help the stricken students. Meanwhile as the modish robbers carry away Tina in their hot rod helicopter, but unknown to the gang, Tina begins to unravel leaving a trail for the metal Men to follow. Meanwhile in the Jetaway the Metal Men see the trial left by Tina using the telephoto lens in their eyes and they follow her to a kookie house. Inside the Haunted hideout Tina sees the Metal Men arrive and she asks for a last request of the Metal Mods and she starts a crazy dance called the 'Metal menace' as she continues to unravel, the Metal Mods are grooved out by her dance.
The Metal Men crash through the windows and tackle the gang, Ti tries to stop them but is pierced by several bullets, lead forms a shield and protects them. In frustration the metal Mods lob grenades over the Lead barrier but Iron grabs them and snuff out the danger As the smoke clears the metal Men see that the Metal Mods have grabbed Tina and are threatening to plug her. Behind the lead shield Gold formulates a plan, he forms large Gold tennis balls and smashes the Metal Mods to the ground, the police arrive and take the Mods away.
The robots whirl away in the Jetaway and as they do they receive a distress signal from outer space. Blasting away at immeasurable velocity the cross the vast reaches of space to arrive at a strange planetoid where the signal is coming from. No sooner does the Jetaway land than they are startled by the familiar sight of the Metal Mods rushing at them. But this turns out to be really Metal Mods, robots like the Metal Men. Gold realizes that they did not send out a distress signal and they were misled by radio interference.
They decide to help out the robots who have been driven out by their robots! As they approach the rusty city the building begin to freeze and then begin to melt a minute later. The Metal Mods tell the Metal men that their robots have a whole arsenal of weapons and ray guns. Suddenly out of the city rush some startling figures, they are human - its an upside down world where the robots 'robots' are human. Gold tries to befriend them but first they freeze them and then they blast them with heat, they want the Metal Men to serve them ad using the third barrel they hypnotise the group into serving them. One of the women touches Gold and he realizes that they are not human but in fact androids. They order the Metal Men to clean the entire city making it a gleaming place again, then the Metal Men are forced to dance with androids and doing they twist they finally break the hypnosis and whirl the androids into a heap. At that moment the Metal Mods arrive vowing to make the androids slaves again, Gold tells them to live in peace and they celebrate with fireworks and doing the twist.
As they blast off they hear the SOS again, they cannot trace it so they race back to the lab and find Doc Magnus tied in a knot by his latest plastic robot, it also attacks the Metal Men and they too are trapped. Iron though removes his head and attaching to a chain smashes the robot to pieces. Doc scolds the group for taking so long in reaching them and they futile try to explain what has happened.