The episode begins at the Action League testing center. In order to renew their Action Hero licenses, the Action League must pass a difficult exam; the First Grade equivalency test. When the timer dings, Bill tells them to hand in their answer sheets.
Moments later, Bill tells the Action League that Thundergirl, The Chief, Stinky Diver, Meltman, and Justice have all passed their tests. Unfortunately, The Flesh failed his test. The Chief then tells The Flesh that since he failed his test, he is out of the Action League.
At Action Headquarters, the Action League find out why The Flesh failed his test; he marked his answers in the shape of a kitten. As much as The Chief hates to exile him from the Action League, he has to obey the rules. Thundergirl tries to convince The Chief that they need The Flesh; after all, none of them have super strength. Meltman tries to convince Thundergirl otherwise, but he can't lift The Flesh's tuna can weight. Thundergirl asks Bill if there is any way The Flesh can stay in the Action League. Bill tells her the only way The Flesh can stay is if he retakes the test and passes it. The Chief knows that The Flesh will not be able to pass the test if he retakes it, but then Thundergirl has an idea; she, Stinky, and Meltman will all take turns throughout the week tutoring The Flesh.
Thundergirl goes first. She shows The Flesh four hummingbirds, and asks him how many will be left if he subtracts one. The Flesh tosses one of the hummingbirds, and guesses "Eleventy-Five?". Thundergirl, who has the hummingbird The Flesh threw lodged in her head, tells The Flesh he's close enough, and decides to stop.
Meltman goes next, and he tries to teach The Flesh how to draw a triangle. When The Flesh tries to decide where he should put the ruler, he knocks Meltman into a lamp. The heat from the lamp melts him.
Stinky goes next, and writes his name on the chalkboard. He then tells The Flesh to write his name. The Flesh tries to do so (albeit incorrectly, as he starts with an "R"), but he accidentally hits the chalkboard, which knocks Stinky into the road, where he gets run over by a bus.
One week later, The Flesh is ready to retake the test. An injured Action League brings him in, and reveals that he is covered in cheat notes. As Bill wipes them off, The Chief tells Bill that cheat notes are the only way The Flesh can pass. Bill then tells The Chief that the Action League regulations forbid the use of cheat notes. Stinky tells Bill that he used cheat notes, then, realizing that that could get him kicked out of the Action League, tells him he didn't. The Flesh tells the Action League that they did a good job teaching him before the test, and goes to sharpen his pencil. Bill sets the timer, and tells The Flesh to begin his test. The Narrator then asks the viewers if The Flesh will pass his test and stay in the Action League, or if he will fail again and get kicked out, then tells them to stay tuned for Part 2.
In the second act, The Flesh finishes his test, and the rest of the Action League awaits the results. Stinky, Meltman, and Thundergirl are sure that he failed again, and all claim dibs on his stuff. Just then, Bill tells The Chief that The Flesh got every answer right. The League cheers when they hear this. The Chief tells The Flesh that he guesses they did teach him something after all. The Flesh then reveals the secret to his success; instead of marking his answers in the shape of a kitten, this time, he marked them in the shape of a dog! Everyone laughs as the episode ends.
- Bill the Lab Guy: "Thundergirl; Pass, Chief: Pass, Stinky Diver; Pass, Meltman; Pass, Justice; Pass." (Justice barks) "I guess that's it. No, wait. The Flesh; Fail."
- The Flesh: "Hooray for me!"
- The Chief: "Sorry, Flesh, but I have no choice but to ask you for your badge."
- The Flesh: "Why? did you lose yours?"
- The Chief: "No, you bonehead! Don't you get it? You're out of the Action League!"
- The Flesh: "Huh? Waaah!"
- Stinky Diver: "Blimey! The moron marked his answers in the shape of a cat!"
- The Flesh: "I did not!"
- Thundergirl: "I knew he couldn't be that stupid."
- The Flesh: "I made a little kitten."
- Meltman (slaps his head): "Oi!"
- Thundergirl: "Wait, Chief! We need The Flesh! None of us has super strength."
- Meltman: "Oh yeah? Watch and be amazed!" (He tries to lift The Flesh's tuna can weight, with no success) "Uh, are you amazed yet?"
- Thundergirl: "Two, three, four birdies. Now how may birdies are left if you take away one?"
- The Flesh: "Let's see..." (he tosses a hummingbird, which lands in Thundergirl's head)
- Thundergirl: "Ow!"
- The Flesh: "Eleventy-five?"
- Thundergirl: "Close enough. I think our work here is done."
- Narrator: "After a week of intesive care... er, study, the League finally gives The Flesh what he needs to pass his exam."
- The Flesh (covered in cheat notes): "Whoo! I'm all over this test!"
- Bill the Lab Guy: "Looks like the test is all over you. Cheat notes, Flesh?"
- The Chief: "Blast it, Bill! It's the big dope's only chance of passing!"
- Bill the Lab Guy: "Sorry. League regulations. No cheat notes." (He wipes off the cheat notes)
- Stinky Diver: "But I used them! Uh... didn't."
- Narrator: "The Flesh; a Flunk-out. The League; flung about. Will the naked one pass? There's doubt." (Timer dings)
- The Flesh: "Eggs are done!"
- Narrator: "A lot of doubt.
- Narrator: "But as they await the results, the loyal League never loses hope."
- Stinky Diver: "I get dibs on his desk!"
- Meltman: "I get his parking place!"
- Thundergirl: "I get his thighmaster!"