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Street's body shuddered. He dropped the empty flask, which shattered, his skin bubbling, expanding to tumorous proportions, ripping out of what little remained of his torn and ragged clothing, his brown fur darkening, turning black, his features and limbs distorting and then disappearing. As the SWAT Kats and Ann backed up cautiously, they realized Street was transmogrifying into a huge, thick, black, slimy cocoon!

"Oh, gross...!" cried a disgusted T-Bone. "What was that stuff he poured on himself?!"

"It must've been whatever he stole from Megakat Biochemical Labs!" replied Razor. He turned to Ann. "You need to get out of here, pronto!"

"But--" the reporter tried to protest.

"No 'buts!'" Razor insisted. "Go!"

Miffed, Ann turned and fled.

At the Enforcer blockade surrounding the power plant, Feral peered through his binoculars. Feral lowered the binoculars, blinked, then raised them again, gawking at the hideous sight of Street cocooning himself.

"What's he doing, Uncle...?" asked a disgusted Felina standing beside him.

"I... don't know, Felina," her uncle admitted. "But it looks like he's turning into some kind of insect cocoon."

The fully transformed Street, now a big, black cocoon covered in pulsating boils and dripping a viscous, clear slime, fell forward with a splat and lay motionless on the ground. The SWAT Kats pointed their Glovatrixes at it. Nothing happened. T-Bone and Razor exchanged confused glances.

"Well, that turned out to be a whole lotta nothin'..." said T-Bone, somehow sounding both relieved and disappointed at the same time. He walked over and prodded at the cocoon with his foot. Still nothing happened. It just sat there, pulsing and throbbing. "What'd he do...?"

"I think he pupated himself," said Razor, squatting down so he could examine the huge black mass from another angle. His partner turned and looked at him, one eyebrow raised, prompting him to elaborate, "You know, like a cocoon?"

"Like a... like a butterfly sorta deal?"

"Yeah, he's changing in there," Razor said, narrowing his eyes, watching the undulating bulges ripping along the cocoon's surface. "I just know it." He stood back up. "And somehow I don't think that anything as pretty as a butterfly is gonna come out," he added grimly.

"Oh, for the love of--" cried an exasperated T-Bone, throwing his hands up. "Then you mean this isn't over?"

As if in response, a wet, splitting crack startled them. They whirled. The cocoon was shuddering and rocking violently. It heaved and the top bulged, then split as a glistening, shelled back rose up, followed by the rest of what Dr. Street had become, an enormous scarab creature some seven feet tall with a shining ebony exoskeleton, except for his segmented underbelly which was an off purple color, and his eyes, which were no longer green but a blazing yellowish orange, different from any Ci-Kat-A seen previously. He was as majestic as he was terrifying.

"I am the Ci-Kat-A king!" the creature declared in a voice that was deep and distorted.

"Great, not only a giant bug, but a giant bug with delusions of grandeur!" T-Bone said, and he and Razor fired Mini-Turboblades at the huge bug, but they just bounced off his armored carapace. "Crud! He's a real-life Hard Shell!"

Ignoring the SWAT Kats, Street's armored back split open, the shelled plates moving aside as he spread his huge wings, which were a royal metallic purple color. Pushing off the ground with his taloned feet, he took to the air and flew towards the power plant.

"Yes, I am the Ci-Kat-A king... and I will turn this pitiful city into a paradise for my kind!" he declared.

At the blockade, Feral lowered his binoculars. "Open fire!" he ordered. "Fire, fire, fire! All of Megakat City is at stake if that thing breaches the reactor core!"

Felina nodded to the assembled Enforcers and plant security. They opened fire on the black scarab, but the laser blasts and artillery did nothing. The SWAT Kats moved aside to safety, where the unconscious Murdoch was still lying. They watched as everything the Enforcers and security guards had did nothing against the mutated Street.

"Razor, nothin' Feral's throwin' at 'im is even denting 'im! We've gotta find a way to stop him, or else Megakat City's gonna go into mega-meltdown!" said T-Bone, uncharacteristic fear tinging his voice.

"Tell me something I don't know!" replied his partner.

They ignited their jetpacks and pursued Street admist the lasers and explosions peppering the air. At the blockade, Street landed with a thud and bellowed. The commandos and security guards scattered, Street taking a blast from Sergeant Talon's Peacekeeper directly to the chest with no effect except that he staggered back a bit. Enraged, he grabbed hold of the tank, straining. Feral and Felina drew their sidearms, firing at the huge monster to no effect as, with great effort, Street lifted the entire tank up! Talon, poking out of the turret, cried out in surprise, clambering out onto the top of the tank.

Street tilted the tank sideways, and Talon fell off, smacking hard onto the pavement. He looked up as Street turned the Peacekeeper entirely upside-down and shook it, the two-man crew falling out of the open turret hatch. A startled commando landed on either side of Talon.

"Come on, men!" the Sergeant yelled. "Run!"

The three got up and rushed off as Street flung the tank down towards them. The last man just barely avoided being crushed. A second Peacekeeper rolled forward and fired, but had no more luck than Talon's did. With a roar, the black scarab grabbed and twisted the double barreled laser cannons. The hatch opened and one of the commandos crewing the vehicle poked out, drawing a laser pistol. Before he could fire, he was seized in Street's clawed hand and flung indifferently aside, smacking against the side of an Enforcer cruiser, his gun flying from his hand.

Once more, the insect began to lift the tank. The rear hatch opened and the second commando crewing the Peacekeeper got out, then turned and screamed as the tank tilted up and back, falling towards him. He rolled aside and the tank landed upside-down, rocking unevenly, twisted and broken as Street pushed on. The Enforcers and security guards scattered before him. He wrenched the gun off of an Enforcer halftrack and flattened the cab with one big, clawed foot, the two Enforcers inside just barely throwing open the doors and leaping out in time. Then, in a fit of pique, he shoved the halftrack onto its side and stomped off towards the power plant entrance.

Feral and Felina, joined by several commandos, continued firing at him, but finally Feral held up a hand. "Stop! he yelled. They didn't immediately stop firing. "Stop, I said!" They reluctantly ceased firing. "It's no good! Nothing can stop that thing!"

The SWAT Kats whooshed overhead on their jetpacks. "Except maybe the SWAT Kats!" said Felina.

Her uncle grumbled. "Good luck to them..." he said grudgingly, knowing the fate of Megakat City, and perhaps the world, just might rest in the hands of the two vigilantes he spent most of his free time railing against. Deep down, this time, he really hoped they would succeed where he and his Enforcers had failed.

Growling, the scarab approached the main entrance of the nuclear power plant. Guards with holstered laser pistols stood at either side of the entrance. They gulped as the huge shadow fell over them, hands reflexively going for their sidearms. They hesitated in drawing their weapons, however. The same duo, one skinny, the other burlier, had twice been confronted in this manner by those who sought to break into the power plant. The first time, it'd been Dark Kat. They'd never even gotten the chance to fire their guns before his ship's heat ray melted the guard hut that stood to the left of the entrance coming in. The second time, it'd been none other than the Ci-Kat-A queen herself, and although they'd managed to fire that time, their lasers, they remembered had had no effect against her, and her piercing shriek had nearly deafened them. The burly guard, who'd stood closer to her, still complained of a pain in his left ear from time to time. And now, confronted with a beastly alien insect-kat twice as big as her, and one they'd just witnessed trash Enforcer tanks like tinker toys, the two guards looked at one another, left their pistols in their holsters, then turned and ran in opposite directions, abandoning their post. Street ignored them, battering down the front door.

It fell inward with a bang and Street shouldered his way in, destroying the doorframe because he was too big to fit through otherwise. The lobby was deserted, all non-essential personnel having been evacuated by order of the Enforcers. Not only did he remember his way to where the reactor was from the last time he'd been here with the queen, Street, his antennae twitching, found he could actually sense where the strongest concentration of radioactive materials was located.

"Yes," he growled, "the power... the foooooddd... it is near... I can sense it...!"

He stomped down the hall, making the entire building shake as he made his way past abandoned security posts, following arrows pointing towards Sector 6, where the power plant's primary reactor was located. In the Sector 6 control room, atomic engineer Homer Peterson had just finished getting into his lead-lined radiation suit. He walked over to the control panels for the main reactor, which was visibly glowing in the room beyond a big window. He'd just received word that the Enforcer blockade had failed to keep the Ci-Kat-A from reaching the building. It was up to him now. Like the guards out front, Peterson had twice encountered and failed to prevent intruders who'd sought access to the reactor. It was his intention to succeed this time by powering the reactor down. It was a contingency plan he'd gone over with Commander Feral and the plant manager.

Now, unable to raise the guards at the entrance on his radio, Peterson prepared to shut the reactor down. It'd black out half the city, all of it, perhaps, if the substations couldn't take it, but Peterson didn't care. If it would make the reactor less tantalizing to the Ci-Kat-A or at least prevent a larger nuclear disaster from happening if the core was breached, then it was worth it for a few citizens of Megakat City to go without power for a little while. Peterson's thickly-gloved hands were just beginning to turn the knobs and dials to begin the shutdown procedure, however, when the reinforced door leading into the control room flew inwards off of its hinges, whizzing past the engineer. It hit the window looking in on the reactor room, cracking it, but didn't break it.

Peterson, working with his back to the door, whirled and held up a hand with all the courage he could muster. "Stop!" he cried, as he had twice before.

He didn't get the rest of his familiar spiel out, not that he figured the intruder would listen any more than the previous ones had. He stopped short, gasping at the sight of the huge black scarab towering above him. The Ci-Kat-A queen had been big, and he'd been expecting something along those lines, but this... this was beyond horror. A black demon from the depths of some bad dream.

"Holy kats!" he whimpered.

All the courage drained from him, and he turned and ran from the room through an emergency side exit, moving as fast as his cumbersome radiation suit would allow him.

"Forget this!"

Again, Street ignored the pitiful kat who fled before him. He only had eyes for the nuclear reactor. He visibly salivated, slimy saliva dribbling off of his mandibles as he approached the control panel. What remained of his scientific mind recognized what the engineer had been preparing to do, seeing which switches had been flipped, which knobs turned, and he was bound and determined to prevent anyone from completing what Peterson had started. There would be no shutdown of the reactor. He grabbed the control panel, tearing it loose from the wall, causing alarms to begin blaring, and hurled it at the already cracked window looking into the reactor. It hit and smashed through the thick, reinforced glass.

Battering through the wall, Street entered the main reactor room. His final goal. "Yes... yes... I can taste it..."

His long arms stretched out, reaching towards the nuclear fuel rods glowing in their bubbling cylinder of water in the center of the room. Behind him, the SWAT Kats ran into the control room and skidded to a halt. They'd entered the building and it hadn't taken very long to track Street down. Razor figured he'd go straight for the reactor - which he remembered was in Sector 6 - and he'd been right. Unfortunately. He swallowed, and he and T-Bone watched helplessly as the monster scarab approached the reactor.

"We gotta stop 'im!" cried T-Bone, raising his Glovatrix.

"No!" yelled Razor, grabbing his friend's wrist. "That doesn't do any good!"

"We gotta try somethin'!" T-Bone insisted.

The bigger SWAT Kat was right about that, Razor thought. He pushed T-Bone's Glovatrix arm down. "First thing's first, we gotta protect ourselves from the radiation that's gonna be pouring outta that reactor."

He pointed to some lead-lined radiation suits hanging up on the far wall. He and T-Bone ran over and hurriedly began putting them on. They weren't stopping Street from breaching the reactor. He knew that much. All attempts to prevent that had failed and would fail. What they could do, though, was find a means of turning the reactor off. He looked around the room. He knew little about nuclear power, but he knew enough to realize there must be an emergency shutdown procedure of some sort. Unfortunately, he didn't see anything that looked like an off switch, and there was no one in sight to ask for help. Besides, he thought, eyeing the battered console laying amidst all the broken armored glass in the next room, he had a feeling he knew that the controls he sought had already been destroyed. Street made sure nobody could prevent a meltdown. At least not the conventional way by shutting the reactor off. The SWAT Kat way was another matter. Already a plan was forming in the thin SWAT Kat's brain.

"I feel like an astronaut in this stupid thing," T-Bone grumbled, using a built-in speaker provided by the radiation suit. "And it weighs a ton."

"It's lead-lined," Razor explained, utilizing his suit's speaker as well. "Come on."

They heard a smashing sound. Turning, the two vigilantes went to the hole in the wall where the viewing window used to be, and realized they'd struggled into the radiation suits just in time, their Glovatrixes worn on the outside so they could still use them. Street had broken the thick glass of the cylinder full of water surrounding the nuclear fuel rods. More alarms began blaring, a cacophony of distress for an audience of three, one of whom, Street, was paying them no attention whatsoever. Red lights flashed. The monstrous black beetle was bathed in a mixture of crimson light and the yellow glow from the fuel rods, making him look like something from the depths of the underworld. The bubbling liquid from the cylinder splashed everywhere, filling the room as the glistening scarab wrenched a fuel rod free and began to eat it. Almost immediately, he began double in size, increasing from seven to fourteen feet as he greedily munched down the radioactive metal.

In the control room adjacent, gauges and monitors that measured the radiation levels started registering increasingly high levels of radioactivity. Computer screens flashed warning messages. A surprisingly calm computerized female voice announced over the PA: "Warning! Warning! Main reactor breach! Radiation leakage at dangerously high level!"

T-Bone shifted uncomfortably. "Well, smart guy, he's breached the reactor and he's havin' his snack..." T-Bone said. He paused, glancing at the gauges. "...and I'm guessin' those measurements ain't good. So what's your plan?"

"We were never gonna stop him from breaching the reactor," Razor said. "He's just too thickly-armored for anything we've got on us. But what we can do is prevent this place from totally melting down and destroying Megakat City, and maybe take care of Dr. Bug-Eyes once and for all at the same time."

"And how can we do that?" T-Bone asked doubtfully. "I'm no nuclear physicist, but without the water keeping those fuel rods cooled off, they'll just overheat and blow up, right?"

"Not exactly, but--" Razor started.

"So we gotta get 'em cooled down, right?" T-Bone pressed.

Razor grinned behind his suit's faceplate and held up a finger. "Now you're with me! Come on!" he said, turning and hurrying from the room as fast as his heavy suit would allow.

T-Bone lingered, looking back and forth between Razor disappearing around the corner and Street munching away in the next room. "Razor, where are you going? The monster's in here!"

"Come on!" said Razor's voice through the suit-to-suit speakers. "We're gonna bring the water to the reactor!"

"We're gonna what?!" cried T-Bone, ambling after his partner.