Black Scorpion's long lost enemy The BreathTaker is back and this time he's got a new special gas.

Breathtaker is resuscitated by the mad-but-benign Dr. Phoenix, and his lovely, buxom assistant, Ariana. Unfortunately for the populace of City of Angels, Breathtaker plots to torture the city with a nerve gas that brings their fears to life through dangerous hallucinations.

25 years ago Ben Tickerman was sent to prison for a crime he didn't commit. Now, Tickerman is out of the slammer and renaming himself Clockwise, seeks revenge on those who sent him to jail.

Dr. Sarah Bellum plans to shelter the homeless by creating a virtual reality world for them to live in. When Mayor Worth rejects her proposal, she becomes MindBender, a sexy VR specialist who uses her powers of virtual persuasion to create fantasies that transform into reality.

When Argyle is accused of car jacking, his ex-partner Luther Simms, a.k.a. the Gangster Prankster, breaks him out of jail and forces him to join his gang. Gangster Prankster, sick of being the butt of jokes, escapes jail and forces Argyle to invent a weapon to punish anyone in City of Angels who laughs.