- After a loud argument with Bill, Ralph quits the hero business and turns in his super-suit. Unknown to both men, a gang of neo-Nazis plans to murder them.
- Ralph (William Katt) and Bill (Robert Culp) are staking out bank thieves at a motel. Two men, Jackson (Dean Santoro) and Hertzog (Kurt Grayson) are listening to them arguing. They plan to kill Bill when he arrests the bank robbers. They report into Franz Zedlocker (Jeremy Kemp), a Nazi. The arguing continues, and Ralph quits.
Bill watches Billy Bob Floyd (James McIntyre) make a phone call (he's calling Hertzog), and tells Ralph to come back. The bank thieves take off, and Ralph chases. They capture the bad guys, and Ralph tells Bill he's not going to wear the suit anymore. He leaves, and Nazis show up to capture Bill. Ralph tries to save Bill and gets shot. Bill steals a car (a hot dog wagon) and takes Ralph to the hospital, and the Nazis get the suit.
The hot dog car starts to drive itself, and Bill cannot control it. Pam (Connie Sellecca) arrives at the motel and finds Bill's radio, then her car starts to drive itself, too. Bill and Ralph Pam are driven to Palmdale, where the aliens show up. The radio tells Ralph to come out and be ready for "transportation". Bill and Ralph walk into the light and are beamed up into the spaceship!
Bill finds himself in a white room, and doors open to lead him to a viewing deck, where he sees the Earth being left behind! A strange robot appears, and a green alien gives Bill an earpiece so they can communicate. The alien heals Ralph and tells him that the alien's planet used to be like Earth. He tells Ralph that he must preserve the planet, then beams the back, with the instruction book. Unfortunately, the book is in the alien's language, and cannot be read without the suit.
Meanwhile, the Nazis are testing the suit. Bill takes Pam and Ralph to a known Nazi sympathizer, then flushes him out so they can follow him.
Divers set charges on a ship from below, and Jackson confirms that the ship will be destroyed at noon. The ship is an American freighter carrying weapons to Israel.
Bill and Pam accost the Nazis, and Ralph get the suit back. He mops up the Nazis, then interrogates the Nazis about their plans. He's too late to stop the bomb, but is able to repair the damage before the freighter sinks. Bill's bust of Zedlocker makes him a hero.
Ralph reads the book and shrinks to tiny size. He drops the book before returning to normal size, and they can't find the book!
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