Who You Calling Ugly?

The season's third episode opens on the Guardians of the Globe funeral, where Omni-Man delivers a public eulogy for the fallen heroes he calls friends and mentors. Mark struggles with how close he came to burying his own father, while the demon detective Damien Darkblood lingers at the edges, convinced the massacre does not add up. Cecil, unable to make Omni-Man take orders after years of trying, instead hires Robot to assemble a fresh Guardians roster answerable only to the GDA.

Personal lives churn alongside the hero business. Mark works up the nerve to ask Amber on a study date, coached by William. Eve, meanwhile, walks in on Rex cheating with Dupli-Kate's clones and learns he spread a lie that she was dating Invincible, a betrayal that shatters their relationship. At the tryouts, Eve dominates her bout with obvious fury, and a jab from Rex sparks a brawl with Monster Girl that Invincible has to break up.

Robot names Monster Girl, Black Samson, Dupli-Kate, and Shrinking Rae to the new team, with Rex to follow once he heals, but friction over leadership and Samson's lost powers immediately sets the group on edge. Eve refuses to serve alongside Rex and Kate and quits before her spot is even announced. Cecil then strong-arms Mark into committing to hero work, cutting his date short to send him and Eve to stop Doc Seismic from tearing apart Mount Rushmore.

The two heroes save bystanders and disable Doc Seismic's gauntlets, though he plunges into lava and seemingly dies. Mark races home to a furious Amber, who leaves but admits she wanted to know the boy who once took a punch for her. Eve finally cuts Rex loose for good, and later glimpses Mark kissing Amber before quietly flying away.

A subplot follows the Mauler Twins, who break out of GDA custody when Robot manipulates a food slot. During the escape one twin uses the other as a shield against a weapon and leaves him to die, coldly noting he can always grow a replacement. Darkblood, still chasing the truth, corners Debbie at home to press her about Nolan, explaining he seeks justice to redeem his own soul.

The title nods to a line Monster Girl throws out in issue 9, right after Invincible pulls her and Rex apart. Several Image Comics heroes missing from the tryouts and funeral, such as Bulletproof and Savage Dragon, were left out largely due to rights issues.