Tenoroc summons Mr. Wacky Hat to make a potion that can switch brains. He switches Tenoroc and Matts brains, and now Matt most prove that he isn't Tenoroc before Tenoroc releases all the villains in the vault.
Tenoroc has created the ultimate plan to escape his prison. He summons Mr Wacky Hat to Carnival city to create chaos. He turns all the Street kinds into sabertooth squirrels. When Roxie calls Matt the problem is over but follows Mr. Wacky Hat and ends up being switch into Tenorocs body. Mr. Wacky Hat escapes to another realm and now Tenoroc is inside of Matt s body. When Roxie and Gomez arrives Tenoroc tells them to split to search the whole Carnival City to find him. Meanwhile when Craw awakes he suspects something because Tenoroc is nice but he thinks that he has a plan. At Carnival City Tenoroc releases Slamdroid,Brickneck, Scorpiotron, Roadkiller and Doctor Jekyll and Hyde. He convinces them that he is Tenoroc and they attack the City. Matt manages to find Gomez but needs to convince him that he really is Matt. He tells Gomez that he nows that why is he really afraid of Carnival City because its dark,and sleeps with a nightlight. Meanwhile Lightning fights Magnifico,Cyclops, Zerona and Mr Hyde. Gomez tells that Matt's body has been taken over by Tenoroc. And need to find Mr. Wacky Hat and find a potion that will switch their brains. He is at the Region of Ruins and Roxie manages to steal a bottle that switches brains. Meanwhile Tenoroc sitting on a throne has villans to terrorize the city But Roxie switches their brains and now Tenoroc is back to his prison realm. Matt uses his shock wave blast and made all the villains go hologram and they all got booked except for Brickneck, The Black Knight, Roadkiller, Slamdroid and Mr. Wacky Hat.