The Tick and Arthur visit a home for retired superheroes, and hear the story of the Desire-O-Vac. Arthur doesn't believe a word of it, but the old super-villain The Terror wants it, and is using his son to find out all about it.
The Tick wakes up with a full-grown mustache that has its own agenda. The Tick is pleased with the change and adopts a new, hipper attitude, but a group of specialists are tracking the mustache and cause problems at the bachelor party for Dinosaur Neil's upcoming nuptials. The mustache changes hosts and escapes the party, only to meet its destiny.
The Tick is sent to Antwerp, Belgium on a superhero exchange program to sip flavored coffees, dance until dawn and... oh, yeah... contend with Octopaganini and the Eastern Bloc Robot Cowboy while his Belgian counterpart Eclair helps Arthur deal with the Breadmaster.
The mad scientists have a science fair to show off their work. A personality swapper is used to cover a theft. Arthur manages to kiss Carmelilta, only to find out that The Tick is still in Carmelita's body.
The Tick and Arthur become teacher and teacher's aid at an Extension Class for people who want to become Superheroes. While on a field trip, they encounter Mr. Creamy, a disgruntled former employee of an ice cream company on a mission.