During a battle against Madame-O and Klunk, Rock-1 becomes distracted by a voice in her head calling for help from the Bionic Six. Prof. Sharp discovers the source of the sound: a distress call from a sub-atomic anti-matter world. Rock-1, Sport-1, and I.Q. are transported to a sub-atomic ship by Captain Stereopolis. The captain's world is being destroyed by Scarab's current experiment. The Bionic Six must stop Scarab's anti-matter experiment.