Two sisters, Lucille (Shelley Long) and Nell (Mary Gross), try to use the red kryptonite to make Superman apathetic so they will be able to steal $20million. When they shoot him with the red beam though, Superman hugs Lois to protect her having as a result his superpowers to be transferred to her. Lois asks Martha's help for a costume so people will not recognize her while she will be doing Superman's job under the identity of Ultra Woman. When Lucille and Nell discover what really happened, they try to transfer Ultra Woman's powers to Lucille while Superman asks for Dr Klein's (Kenneth Kimmins) help to recreate the weapon Nell used to steal his powers. Lucille and Nell rob a bank and when Ultra Woman and Superman get there, they manage to trick them and Superman gets his powers back sending Lucille and Nell in prison. After her experience as Ultra Woman, Lois realizes how difficult is for Clark to be Superman and trying to save the world all the time. She asks him to marry her and Clark says "yes".