The episode begins with news coverage from Audrey Timmonds on the garbage worker strike that was now entering its fifth week. It then cuts to some university scientists discussing how they must find a way to dissolve the garbage, lest they lose their grant money. One suggests nanobots, and demonstrates their abilities on a small pile of trash. The nanobots' creator believes that he must run additional tests before they can be implemented, but he is forced by his employer to release them early, even after a display of their malevolence. After the show's opening Elsie Chapman is seen entering H.E.A.T.'s headquarters where she encounters Randy Hernandez painting the H.E.A.T. Seeker. At this time N.I.G.E.L. discovers Godzilla's home 4.7 miles from the H.E.A.T. building. Before anything of importance can happen with this discovery, the show cuts to the mayor of New York City unveiling the nanobots. They are successful in destroying a barge's worth of garbage, but the scientists lose control and the nanobots begin to attack the city. H.E.A.T. approaches the Nanotech Creature, and learns from its creator that it cannot differentiate between waste and non-waste materials, and the more it consumes the bigger it gets. Niko Tatopoulos decides to try and overload the creature's circuitry with an electromagnetic pulse. N.I.G.E.L. is sent out to deliver the EMP, but he is not able to deliver a large enough shock to destroy the Nanotech Creature, and is destroyed himself. The creature then begins to chase after the H.E.A.T. Seeker. Shortly thereafter, the local Fire Department tries to subdue the creature with water jets, but once the nanobots fall into the water they take on an insectoid seaworthy form, proving that the robots are adapting and learning to defend themselves. The H.E.A.T. team are then commissioned to defeat the Nanotech Creature before it can eat the oil in a nearby cargo ship, however they fail and the creature transforms again, this time into a more annelid-like form. At this time Godzilla comes and begins to fight the Nanotech Creature. When the Nanotech Creature discovers it cannot defeat its opponent in hand-to-hand combat, as Godzilla had literally been tearing the Creature apart, it resorts to an almost successful attempt to smother him. After Dr. Chapman and Dr. Craven have run tests on some of the individual nanobots, and discover that removing a certain part of them will dissolve the whole form, and they begin to develop a virus that will do it for them. Meanwhile, Godzilla struggles for his life against the Nanobots that had now covered his entire body, but upon seeing a large petroleum refinery, they detach from their opponent and seek more "food." Shortly afterward, the virus is nearing completion and the American military comes to try and help. At this time the Nanotech Creature takes on a new more powerful shape and prepares to continue its fight with Godzilla. The virus is completed, but due to signal interference because of the factory, the virus must be introduced manually, a task for which Nick quickly volunteers. Using an airlift from Anthony Hicks' helicopter, Nick is able to defeat the Nanotech Creature. At the close of the episode, Hicks once again tells his soldiers not to fire on Godzilla, an act for which Nick is thankful, but Hicks then says to Nick that one day he will run out of excuses not to kill him.