An encounter with the Van Patten radiation belt causes strange mutations in the kids: Jimmy glows orange, Cindy is super strong, Sheen is super fast, Libby can become invisible, and Carl has sonic burps. As the N Men, they work to fight evil in Retroville, but they end up doing more harm than good. The military soon steps in, capturing four of the kids, but only laughing at Jimmy's orange hue. When Jimmy discovers the dark side to his friends' new powers, he must race against time to find a cure - and deal with the effects of his power.