Darkwing and Morgana are going out on a date. Morgana turns Darkwing into a yak before changing him back. The lights black out and Darkwing looks for the problem. He sees that Megavolt is at the St. Canard power plant. He takes Morgana with him to watch so they can go on their date afterwards.
Once they get there and Darkwing makes his presence known, he learns that Quackerjack has teamed up with Megavolt. Darkwing tries to stop them but is captured. He asks Morgana for help and she accidentally turns Darkwing into pudding Gosalyn mentioned earlier. Megavolt finishes putting his Electro-Slave Device into place and he and Quackerjack congratulate themselves.
Later, Bushroot and Liquidator show up at the St. Canard police station and create havoc. The police send out a distress call and Darkwing goes to help (after being returned to normal). Morgana asks if she can go and Darkwing tells her that he can handle it.
On the way Darkwing runs into Stegmutt, literally. Stegmutt is selling hot dogs and insists that Darkwing buy one. Darkwing does just to get away and pays Stegmutt. Stegmutt wants to give Darkwing his change and follows him to the police station where they encounter Bushroot and Liquidator. At the police station, Bushroot plants some seeds that create a giant beanstalk that takes the police station and puts it high into the air.
Liquidator convinces Stegmutt, who isn't very bright, to play like Darkwing is on fire. Stegmutt starts knocking Darkwing on the ground and this allows Bushroot and Liquidator to get away. Darkwing fusses at Stegmutt for allowing them to get away and walks off. Stegmutt is upset and starts pounding the beanstalk causing it to topple over sending the police station into the bay and squashing Darkwing. Neptunia attempts to stop the guys who hated Pelican's Island, but she was wiped by a tidal wave. Stegmutt pulls Darkwing out from under the beanstalk and Neptunia shows up with the policemen that were in the station. Darkwing thinks she is trying to offer to help too and fusses at her. She get mad and throws Darkwing across town.
Meanwhile Megavolt, Quackerjack, Bushroot, and Liquidator report to their boss and tell him they have accomplished their tasks. The boss is revealed to be Negaduck and he now plans to take out S.H.U.S.H. headquarters. Negaduck looks just like Darkwing but in a different costume. He plans to go to S.H.U.S.H. as Darkwing.
At S.H.U.S.H., J. Gander is showing the real Darkwing and Launchpad all the secret weapons that must be kept safe. They walk out of the room and Dr. Bellum walks in with Negaduck disguised as Darkwing. Just then the real Darkwing walks in and they starts accusing each other of being Negaduck. Darkwing tricks Negaduck into giving himself away. Negaduck grabs a pie gun and starts shooting pies around. J. Gander reveals to Darkwing that the pies are Expando Wammo Pies. The pies start expanding and soon S.H.U.S.H. headquarters is flooded out with the gooey mess. Negaduck jumps on Darkwing and explains that he, Megavolt, Quackerjack, Bushroot, and Liquidator have teamed up to become the Fearsome Five.
Darkwing is headed back to his hideout when he runs into the National Guard and they are being led by Gizmoduck. Darkwing insists that he can handle the situation on his own. Morgana and Stegmutt show up and Darkwing keeps telling them that he doesn't need any help. Just then Negaduck activates Megavolt's Electro-Slave Device that he had installed and it creates a shield around St. Canard and it cuts into the bridge and traps Darkwing, Launchpad, Gosalyn, Morgana, Stegmutt, and Gizmoduck inside the shield and causes the National Guard to fall into the bay. Gosalyn comes up with the idea that all the heroes, including Neptunia who just showed up, to combine and form a team to combat the Fearsome Five. Darkwing will have none of this and sends everyone away. He finds a bread crumb and surmises where Negaduck's hideout is.
He goes to confront them, but it is a trap. The villains each take turns beating up Darkwing and he is sent down a trap door that flings him out of the building to the street below. Negaduck says that is the end of Darkwing Duck.
Darkwing is thrown out of the top floor of Negaduck's headquarters. Negaduck assumes that Darkwing is finished but Darkwing lands in a trash truck breaking his fall. He falls out of the truck and realizes that the Fearsome Five (Negaduck, Megavolt, Quackerjack, Bushroot, and Liquidator) have taken over the city and are terrorizing the citizens. Darkwing realizes that his pride caused this to happen and gets down on himself.
Meanwhile, Gizmoduck decides that he, Morgana, and Stegmutt must do something to save the city and puts a plan into action. He asks Neptunia to help, but she wants nothing to do with it. Once out to sea, her octopus points out that Liquidator is using her ocean to bully the population into paying him not to drown them. She makes Liquidator go for a spin but ends up getting zapped out by an electric line.
Morgana tries to find Negaduck's hideout and runs into Bushroot. She turns Bushroot's Venus Flytraps into daisies but ends up getting knocked out by a tree. Stegmutt is trying to find Darkwing when he runs into Quackerjack. At first Stegmutt has the upper hand, but Quackerjack uses some sleeping powder on him and he falls down. Gizmoduck faces off against Megavolt but Megavolt short circuits him and he is knocked out cold.
The Fearsome Five gloat over the fact that they have all the heroes captured and are in complete control of St. Canard. Morgana's pet spider gets away and returns to Darkwing's hideout. Archie the spider explains that everyone has been captured. Gosalyn feels that she will never see her dad again when he walks in. He feels terrible about what happened and blames himself for allowing the Fearsome Five to take over. Gosalyn and Launchpad try to explain what has happened, but Darkwing doesn't listen at first. Gosalyn finally tells Darkwing that the others need his help.
Meanwhile Negaduck has a room set up to destroy the four heroes when he throws a single switch. Just as he is about to throw the switch, he is distracted by the other villains fighting over the city. Negaduck comes in and threatens to finish them off and splits the model city into four pieces. He tells them that that each get an equal part of the city but he gets all the loot. The others are not happy about it but they don't want to cross Negaduck. Negaduck gets back to the room with all the captured heroes and is about to throw the switch again when he is interrupted by the front door buzzer. Darkwing is at the door and offers Negaduck some skulls in order to lure him down. Once Negaduck opens the door, Darkwing hits him with an anvil. Darkwing dresses as Negaduck to release the heroes.
Unfortunately the other villains have decided to do away with Negaduck so they can have their share of the loot. When Darkwing arrives dressed as Negaduck they pounce on him. Negaduck shows up and the villains realize their mistake and capture Darkwing. Negaduck once again starts to throw the switch, but Darkwing breaks loose and he and Negaduck fight over the switch until Darkwing is captured again. Negaduck throws the switch and gets a chainsaw and starts to go after Darkwing. When all hope seems to have faded, Morgana changes the saw into a yak and Darkwing is able to destroy the switch mechanism and save all the heroes.
Now the five heroes face off against the five villains. The heroes triumph over the villains using teamwork and stop Negaduck from destroying the city. Darkwing congratulates everyone on their efforts in helping him stop the villains and he and Morgana start to go on their date. Gizmoduck offers to help and Darkwing tells him that he can handle this job himself.
- Jack Angel - Liquidator
- Michael Bell - Quackerjack
- Scott Bullock - Tom Lockjaw
- Joey Camen - Stegmutt
- Hamilton Camp - Gizmoduck
- Jodi Carlisle - Sara Bellum
- Dan Castellaneta - Megavolt
- Christine Cavanaugh - Gosalyn
- Jim Cummings - Darkwing Duck, Negaduck
- Tino Insana - Bushroot
- Danny Mann - J. Gander Hooter
- Terry McGovern - Launchpad
- Susan Silo - Neptunia
- Kath Soucie - Morgana MacCawber
- Frank Welker - Eek, Squeak, Archie
- Due to the show's anachronistic airing order, this episode marks the first appearance of Stegmutt and Neptunia, as well as Gizmoduck's first appearance on Darkwing Duck, despite that their actual introductory episodes all ended up airing later. In addition, this episode is meant to be Morgana's third appearance (and her first episode after she reforms), but it ended up airing before "Ghoul of My Dreams" (her second appearance chronologically).
- Negaduck says "Now it's time to say goodbye to all our company!", a line from the closing song of The Mickey Mouse Club.
- On the captions of the VHS release of the episode, Negaduck is misspelled, having "Megaduck" instead of "Negaduck".
- In the first part, during the scene when Negaduck is shooting at the poor defenseless bunny that Darkwing pretended to point out in the S.H.U.S.H. laboratory, Negaduck's mask switches from black to purple several times while he is shooting.
- In DuckTales, Gizmoduck was strong. But in this episode, he was not able to hold up the small anvil that the Fearsome Five dropped from their plane.
- At the end of the first part, the villains are inside the building when Negaduck sends Darking down the trap door to his doom. At the opening of the second part, the villains are suddenly on the roof.
- The shot of Darkwing sliding on a skate then falling down a trap door is used in the opening.
- When Darkwing is moping and almost steps on Archie the spider, during a brief close-up of his foot, it is the color of Launchpad's boots.
Home video releases
- Darkwing Duck: Justice Ducks Unite!
- Darkwing Duck: Volume 1