Doctor William Magnus, and the Metal Men, storm the office of General Henry Caspar, only to be turned away. Unbeknownst to them, they are being observed, on a remote monitor, by Doctor Strangeglove, and the Brain Children. Returning to their laboratory headquarters, Magnus, and the Metal Men, are met by Johanna Rome. Distraught, Rome has a terrible tale to tell. Once upon a time, the United States Government bought an abandoned amusement park, called "Happyland", and converted it into a Pediatric-Research Laboratory. Rome's pregnant sister volunteered to help with some experiments at the laboratory. The laboratory was run on nuclear power. Tragically, a problem with one of the reactors resulted in the laboratory's destruction, and the death of Rome's sister. Due to the remote location of the laboratory, the government, rather than decontaminate the property, merely sealed it within a large lead dome.

Chillingly, Rome has started receiving letters from her sister's unborn child. Rome, at first, asked Caspar to look into the matter, but has heard nothing from the General in two weeks. Magnus sends Gold, Mercury, Lead and Tin with Rome, to investigate the Pediatric-Research Laboratory. Meanwhile, Magnus, Platinum and Iron, return to Caspar's office to find their own answers. As the Metal Men approach the lead dome, the soldiers guarding it open fire, and shoot the team's Jetaway out of the sky. Magnus has Platinum break into Caspar's office. There they find information on a government project, codenamed "Babylab". Suddenly, the trio are cornered by military police. At the Jetaway crash site, Rome thanks the Metal Men for saving her life. Prior to the Jetaway's crash, Tin and Mercury leaped to the ground. Tin molded himself into a tub, which Mercury filled with his liquid metal form, providing Rome a safe place to splash down.

To protect Rome from any potential radiation, Lead molds himself into a suit of armor around her. The Metal Men storm the dome, putting down any military resistance they encounter. At Caspar's office, the military police immediately open fire on Magnus. Iron shields the famed inventor from the gunfire, then beats the soldiers into unconsciousness. From his monitor, Doctor Strangeglove watches as the Metal Men make their way inside the dome. Quickly he sends the Brain Children to hide in the shadows. Doctor Strangeglove addresses Rome's nephew, Dennis, held prisoner in a metal cage. Doctor Strangeglove threatens to punish Dennis for sending the letters to Rome. Dennis telekinetically blasts his way out of the cage. After a brief scuffle with Doctor Strangeglove, Dennis flees, racing to intercept his Aunt, and the Metal Men. Before Dennis can warn the Metal Men, he is telepathically slain by the Brain Children.

His monstrous prosthetic hidden in a sling, Doctor Strangeglove approaches the Metal Men. Introducing himself as Doctor Norman Techno, Doctor Strangeglove reveals that he is the "Father of Babylab". While Doctor Strangeglove prattles on, Rome and the Metal Men become aware that they have been surrounded by the Brain Children. Their minds collectively lash out, overloading the Metal Men's responsometers, and rendering Rome unconscious. From his monitor room, Doctor Strangeglove watches as Magnus closes in on Babylab, using Iron and Platinum as a jetpack. Hurriedly, Doctor Strangeglove has the Brain Children carry their prisoners away, while he readies a massive cannon, called "The Helix Ray". Revealing that he was responsible for the destruction of the Pediatric-Research Laboratory, Doctor Strangeglove prepares to do everything in his power to keep Magnus from discovering the true purpose of Babylab.