So many goons, so little time. Hit-Girl’s got both hands full when her sidekick Kick-Ass gets benched, leaving her to take the mafia on solo. But when her secret crime-fighting binge brings heat to the wrong guy, even Hit-Girl may be in over her head. Meanwhile, Red Mist gets sent where all rich kids go to do penance!
Red Mist kills a random Asian store clerk, but when his two sons attack him, Red Mist is forced to run away. While escaping Red Mist runs into Doctor Gravity and Insect Man, and is beaten by the sons until the police arrive.
Later, Chris's Uncle Vic send him out of country till the heat blows over. Chris plans on becoming the greatest super villain and then coming back and killing Kick Ass.
Meanwhile, Mindy McCready prepares for her attempt at being excepted by the Debbie and her cool girl chick, but it backfires and Debbie treats her worse. Mindy is further distraught when she learns David is out of super heroing for two months due to his broken hand.
Later, Mindy sneaks into the girls bathroom after Debbie, tazzes her, and knocks her out. When Debbie wakes up Mindy is dangling her off a roof top. She then threaten Debbie, be nice to everyone of Mindy will kill her. Mindy lets Debbie survive and believes she has a new BFF.
At the 5th district police department, Marcus confronts his boss Gigante, with three bullets that were delivered to his house with "Mommy Bear, Daddy Bear and Baby Bear" written on them. Marcus's boss tells Marcus to watch his back.
Later, Hit Girl attempts to take down Leopold "Spoons" Urena's drug house, but she slips up and falls right into a group of highly armed drug dealers.