KAOS is secretly smuggling secrets out of the country. 99 discovers they are using a Department Store as a front and Polly Dollys to smuggle out the secrets. When one pulls the doll's string, Polly reveals top secrets. Max and 99 get caught by KAOS. Using children's toys, Max and 99 attempt to fight their way to safety and stop KAOS' smuggling ring.

Conrol hosted a conference for some of the smarted scientists on the planet, but KAOS has other plans which include a retrogressor gun.

CONTROL is due to host a conference of six scientific geniuses, but just before it occurs,. KAOS manages to steal CONTROL's retrogressor gun. The gun, which turns adults into children mentally, is taken by a KAOS mole who manages to retrogress the gun's inventor and the Chief. KAOS' goal is to turn the scientists into children, destroying the free world's greatest minds. Max takes over the conference and by knowing his history of Captain Kangaroo, defeats the mole.

KAOS kidnaps the Chief and prepare to give him mind-control surgery. Max pretends to be a doctor in order to try to free the Chief from Harvey Satan.

Evil KAOS mastermind Harvey Satan kidnaps the Chief and holds him for a $200,000 ransom. Struggling to raise the money, Max is forced to deliver a ransom of only $600. CONTROL follows the KAOS agent picking up the ransom and they find him at Satan Place. Satan is preparing the Chief for mind-control surgery, which involves KAOS freezing the Chief. Disguised as a doctor and nurse, Max and 99 try to free the frozen Chief.

Alexi Sebastian, a master impersonator, attempts to kill someone who was about to reveal the secret of the KAOS coding system. Alexi disguises himself as the Chief to confuse the situation even more.

Max and 99 must guard Tanya Lupescu, who has memorized KAOS' codebook. An attempt to hide her in a hotel fails, so CONTROL decides to hide her in Max's apartment. KAOS hires master impersonator Alexi Sebastian to kill Lupesco. Sebastian has successfully disguised himself as Johnny Carson and Max's Aunt Rose, so CONTROL has him listed as a 101 - shoot on sight. Sebastian disguises himself as the Chief and gets inside the apartment, but the real Chief shows up and Max is confronted by two Chiefs. Can Maxie pick the correct Chief?