The B.A.B.E.S. operatives aren't the only super-powered beings operating out of Chicago any longer. Now they have male counterparts to contend with as well as all the others out there looking to capture them and use them for sexual purposes. Are the men of S.T.U.D.S. a force for good or evil? That's what the B.A.B.E.S. have to find out for themselves. Can they take what S.T.U.D.S. dishes out?