Flynn and Co. has developed a new and improved version of the Beak suit, but Mr. Biz unwittingly sells the blueprints to the society of SOS (Society Of Science), and use it to improve their army. Phineas dons the new suits to stop them, but gets captured in the process. Julia, Lizzie and Thomas make their own suit, and use it to go after Phineas. Adrian and David sneak into Phineas' vault and steal the original suit, and masquerade as the Beak to show off to the city.