Shades of Gray… Matter.When Brett grows frustrated with his Galaxy High classmates for not taking their educational endeavors as seriously as he does, he begins to wish he had new friends who were more in tune with his intellect and academic goals. So when he hears about the existence of a legendary secret society of highly intelligent aliens called Frontal Lobe, who are dedicated to the pursuit of wisdom, Brett seeks out the clandestine club with designs on joining them. Arriving on the supposed secret society’s spaceship, which looks suspiciously like a giant brain, Brett approaches the aliens and asks them if he can be inducted into their club. At first the aliens (who are ridiculously smart-looking with their enormous, bulbous bald heads) reject him, but Brett eventually proves himself to be their mental equal and they let him join. Now surrounded by like-minded "friends," Brett couldn’t be happier. The society plays funny brain games and has challenging activities like reinventing the wheel. In addition, everyone has the same nerdy sense of humor. For once, Brett feels like he really belongs. But back at Galaxy High, Yoko and Josh notice a complete change in Brett’s demeanor. Instead of getting angry when Josh’s mess spills over into his side of the room, Brett takes it all in stride -- blaming Josh’s inferior brain power for causing Josh to behave the way he does. Worried about their teammate, Josh and Yoko decide to do some snooping, and, to their shock, they discover that the secret society has a much more sinister plan than just harmlessly geeking-out together. They are scheming to use a device to pool their collective brain power to figure out how to take out those in the universe they deem intellectually inferior – which is basically everyone! Can Josh and Yoko convince Brett that his new friends are not what they seem before it’s too late? Or will Brett become so brainwashed by his new peers that he goes along with their diabolical plan?! In a b-story, Yoko wants to find out more about Seth so she can figure out how best to impress him. But the task proves to be more difficult than Yoko thought.