On the first page of the second part, we see reporter Derp Derfson reporting outside the prison after Negaduck has taken it over. Nearby, Launchpad is trying to break the door open to help Darkwing, which Derfson, who repeatedly fails to get his name right, misinterprets it as him saying he is attempting to break in to the prison to bring someone a hero sandwich. Inside the prison, Negaduck decides it is now time to send all the crooks out to defeat Darkwing, despite Tuskernini pointing out to him that it has only been twenty of the thirty minutes he gave Darkwing earlier. ("Eh, what can I say? I'm a villain.")
Darkwing, meanwhile, makes his way into the washroom and is suddenly attacked by Liquidator. In the ensuing battle, Liquidator accidentally knocks a shelf of soap bottles onto himself, allowing Darkwing to escape down the garbage chute. In the garbage, Darkwing finds himself up against the massive mass of mud known as Muckduck (making his first fully-seen appearance here). Darkwing escapes with Muckduck in pursuit and comes upon Ammonia Pine, who happened to be waxing the floors. Darkwing slides right away from Ammonia, leaving her to get consumed by Muckduck's attack.
Gosalyn, in the meantime, is crawling around the air vents ("I sure am glad they always make air vents big enough to crawl around in!"), listening in on a conversation between Tuskernini and Chronoduck, who are watching the monitors. Trying to find a way to help her dad and also locate Mortimer, Gosalyn makes her way into the prison's kitchen and encounters Lilliput. The shrimpy villain attempts to capture her, saying that Negaduck is offering a spot in his new crew to anyone who takes Darkwing out, and he might pay just as handsomely for "Darkwing's number one fan". However, Gosalyn easily manages to defeat Lilliput and tie him up in tin foil.
Meanwhile, Darkwing has just tied up three of the Beagle Boys when a suspiciously yellow-eyed Launchpad suddenly appears, claiming that he barely made it into the penitentiary right when Negaduck put it into lockdown. Darkwing gets to work on bypassing a nearby electronic lock and hands "Launchpad" a crime-fighting manual he's been working on. "Launchpad" then prepares to strike him with a monkey wrench, but Darkwing quickly turns around and blasts gas into "his" mouth, saying he knew this wasn't the real Launchpad because "Launchpad doesn't do exposition." Camille Chameleon, now exposed, starts battling the Duck Knight, soon seeming to get the upper hand when she shape-shifts into an octopus form resembling Ursula. Camille brags that her powers have grown since their last encounter, but as Darkwing figured, she is still weak to being exposed to intense heat, which he pulled off by sticking Quackburn's Fast-Heating Ouchie Strips on her back. With Camille melted down to a blob, Darkwing walks off, unaware that he left the heating strips right in front of the frozen Isis Vanderchill. Unfortunately, right after he takes Ample Grime out of commission, Darkwing is captured by some hypnotized guards and brought forth to Constance Dention, who's now going by the name Misteressterious.
Elsewhere in the prison, Mortimer wanders into solitary confinement and comes by the cell inhabited by Fluffy, who is hiding in the shadows. Fluffy recognizes Mortimer as Cat-Tankerous, but Mortimer says he's just a wimpy little kid who doesn't even know how to deal with bullies, let alone actual supervillains. Fluffy, interested in Mortimer's mention of the unstoppable armor suit he used to have, offers to make a deal with Mortimer. Mortimer lets himself be captured by Pokerface and demands to be brought to Negaduck. Negaduck is overseeing as Cement Head punches away at the floor to reach the power lines under the prison when Pokerface brings Mortimer to him. Mortimer says to Negaduck that he wants to be a bad guy like them. Negaduck doesn't take him seriously and orders Megavolt to get rid of him, but but after Mortimer actually gives Megavolt a good thrashing, Negaduck decides maybe he could make Mortimer his understudy. Just then, Chronoduck calls Negaduck to look at something he and Tuskernini just caught on the monitors. They show him footage showing that Rabbit-Racer was just about to catch Darkwing, but failed because is shoelaces were tied together by Gosalyn. Negaduck, recognizing Gosalyn on the monitor, orders the other villains to forget about Darkwing for now and go capture her.
This issue ends with "Villain Files" profiles for Liquidator, Megavolt, and Negaduck, making this the first issue of Joe Books' Disney comics that does not include a sample of any of Joe Books' other comics.