Scott and groups arrives in City. After a spectacular but harrowing ride on the crosstown express and separate from them, Scott arrives at the gate of Industries. However, he learns that Phineas Milton has taken over Industries and is about to discontinue the manufacture of spare parts. Milton believes the company can make a bigger profit if it focuses on selling expensive outfits; if they refuse, they are sent to the underground Shop, where they are shredded and melted down by Milton's evil wife, Madame Basket. Scott is forced out and shares quarters at low-rent boarding house, along with an assortment of other "Rusties" — four other outmoded teams threatened with the Shop. When the news gets out that spare parts have been discontinued by industries, Scott remembers slogan, "See a need, fill a need", and begins fixing on his own, who greatly thank him as a lifesaver. Upon discovering this, Gasket orders Milton to stop Scott. Alber wake up and tear up his clothing and bury the wand of the unknown. At the same time, Scott discovers Alber needs them, having his skins are burn. Scott decides to contact directly to beg him to restart the manufacture of spare parts. Tofu reminds him the annual Ball takes place that night. Scott and Alber go to the ball in disguise, only to hear Milton announce that Scott's parents was unable to attend. Scott confronts Milton, but security forces stop him. Fiatannia, who her hair cut and dislikes Milton's scheme, saves them, and together with Alber, Tris, Ghin and Ghin's girlfriend, Loretta, they escape from the ball. Alber wearing his own clothings as cape and diggings the wand of the unknown. Ghin walks Loretta home, but he is taken to the Shop. While escaping, he loses the lower half of his outfit and reluctantly attaches a new style. Meanwhile, Scott, Tris, Fiatannia and Alber fly to home. When Scott calls Kai, intending to give up his ambition of being orphan again, but Kai once again encourages Scott to pursue his quests and rallies the Rusties into fighting back against Milton. Ghin reveals that Milton has built a fleet of super-sweepers with the intention of rounding up and destroying all older robots. Kai eventually comes with the group, having realized what Scott meant to him. At Industries, Ghin dismisses Milton, but Milton hits him over the head with a phone. This sends Ghin insane and eventually leads into a chase. Ghin is repaired just as they enter the Shop but is captured. A desperate battle ensues between Gasket's henchmen and Scott's repaired robots. During the chaos, Scott rescues Ghin, the choppers and sweepers are destroyed, Tofu/Nick kills Basket by tossing her into the furnace, and Milton loses his upgrades. Scott and groups farewell to them.