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Nerissa kidnaps Matt and Mr. Huggles and uses Quintessence to add them to her new Knights of Destruction as Shagon, the Hate and Khor, the Destroyer. She also creates Tridart, the Despair and Ember, the Pain out of ice and lava, respectively.
In the B-story, the radio station K-SHIP goes to Sheffield Institute and the members of the K-SHIP team are Irma, Martin, Uriah and Bess and Courtney Grumper.
- This episode marks the first appearance of the Knights of Destruction.