The Takeover of Mighty Med is a conflict instigated by The Annihilator, who turned Skylar Storm into his evil lieutenant and seized control of Mighty Med hospital in his attempt to take over the world. It was up to Kaz and Oliver to find a way to capture the Annihlator and Skylar. 



Oliver attempted to restore Skylar's powers by going into The Annihilator's lair and retrieving her canister. However, The Annihilator caught on, and stormed Mighty Med. After Oliver gave Skylar back her powers, she became the Annihilator's brainwashed servant. The Annihilator had used a Superpower Contamination Serum to give him control over another being's superpowers.

The Takeover

Skylar declared that Mighty Med belongs to The Annihilator, and incapacitated Horace. As Skylar was about to blast her two former friends, Oliver intervened and tried to get Skylar to fight the Annihlator's control by reminding her of their friendship. Despite this, it didn't work, as Skylar's will was forever lost to the Annihilator. Kaz accidentally revealed that there are files on all the superheroes, which led the Annihilator to decide that he will take control of all the other superheroes to take over the world. Horace recovered, but since he was still weakened, his chronokinesis could only slow down Skylar. Just as he was about to blast The Annihilator with his chronokinesis, The Annihilator absorbed the power, but Kaz and Oliver were able to escape to get help. With Horace left with The Annihilator, Horace revealed that all the superhero files are hidden in a quantum chip. Hearing this, The Annihilator decided he will find Alan, and torture him in front of Horace to get him to spill the beans, but turned Horace's stolen power against him. Horace attempted to reach a device that would buy Kaz and Oliver time. 

Meanwhile, Kaz and Oliver realized they needed to contact the League of Heroes to storm Mighty Med and capture The Annihilator and Skylar. Kaz finds a hidden potato chip and splits it with Oliver. They found multiple remote controls, and had to figure out which one contacts the League of Heroes. As they went through each remote, Kaz found the last one, and attempted to dial for the League. However, Skylar came in, destroyed the remote, and paralyzed the boys. Skylar revealed that she eliminated the guards and surrounded the building with an energy barrier. Kaz and Oliver find themselves in Mighty Max, with Alan joining them. As Horace was still reaching for the device, he grabbed it by the time the Annihilator came back, and revealed it's a linguistic scrambler, which Horace used on himself.

Escape From Mighty Max

With Kaz, Oliver, and Alan still trapped, Kaz realized that the only artifact that can break Skylar's energy barriers was the Crystal of Kreln, but it was lost millenia ago. Much to everyone's surprise, the Crystal was found in the Domain, and Oliver theorized it had to be real, as was half of the merchandise found in the store. Oliver attempted to contact Titanio, but there was no service. Oliver leaned on a poster of Solar Flare, and discovered a large hole behind. Meanwhile, the effects of the linguistic scrambler wore off on Horace. Horace attempted another trick by opening a safe that contained a pill that made his mouth disappear. The three boys climbed into the hole, which led them to the Chamber of Certain Destruction, only to find Megahertz cornering them. The  Chamber of Certain Destruction would turn repeat offenders into an action figure to be sold as a limited edition collectible. The chamber neutralized the powers of the intended prisoner, but Alan's powers still worked. Megahertz frightened Alan enough to turn into a blue whale and break the cell. 

Turning The Tides

With the four having escaped, Oliver convinced Megahertz to use his electric powers to boost cell reception and in return, the wouldn't tell anyone and gave him a head start to escape. Oliver contacted Titano to go to the Domain and retrieve the Crystal of Kreln. However, Titano had problems dealing with Gus, who became the new manager of the Domain. Meanwhile, the pill Horace used on himself wore off, and attempted one more trick by injecting himself with a lying serum, only for him to find out it was an anti-lying serum.  When Kaz, Oliver and Alan went to the recreation room, they found Horace strapped to a chair. Horace was forced to reveal the remote that had a locate button that would draw the quantum chip like a magnet. Skylar pressed a button that magnetically pulled Oliver and Kaz to her. It turned out the potato chip Kaz and Oliver ate was the quantum chip. Skylar decided that she will cut Kaz and Oliver open to get both halves of the chip. Kaz points to a device that he indicates is a laser dissector. Meanwhile, Alan recovered and untied his uncle. Kaz told Skylar she was pointing the device the wrong way; believing Horace still had anti-lying serum, he confirmed Kaz was correct. The device turned out to be a forestation ray that Skylar pointed at herself, and Horace's anti lying serum wore off. Alan grabbed the device and used it on The Annihilator. Horace and the others escaped while the villains were immobilized. 

Last Stand

Titanio managed to obtain the crystal and make his way into into the hospital. Titanio brought several superheroes with him to capture the Annihilator and Skylar. Among them were Alley Cat, Spotlight, Blue Tornado, among others, with Solar Flare and Gamma Girl joining later. The Annihilator personally engaged Titanio, while Skylar dealt with the others. When the boys came it, the Annihilator and Skylar were on the brink of defeat, and Oliver attempted to convice Skylar that for her own safety, she must surrender herself and the Annihilator. Just as the villains were about to be taken into custody, Megahertz came in, and made the superheroes believe he was a good guy. However, he secretly wanted to help the Annihilator and Skylar. Skylar, remembering something Kaz and Oliver said, had a canister of Rewind's power, and instructed Megahertz to blast it. Skylar used her force field to encase herself and the Annihilator so that only they remember what happened. They agreed that The Annihilator will turn himself in while everyone believes that Skylar is still good.


Although the Annihilator was imprisoned, Skylar's powers were still controlled by the Annihilator, and no one, not even Kaz and Oliver, suspected Skylar was evil. This led to a conspiracy where Mighty Med would be infested with the Annihilator's agents, specifically Skylar, who would turn every superhero evil so that they could be part of the Annihilator's army to take over the world. Kaz and Oliver would ultimately play right into the Annihilator's hand...

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