A new threat is rising in MegaKat City, and it's up to James McClaw and the SWAT Kats to stop it, not only are the stakes high, but James must choose between National Security or taking down one of his own.

It has been seven years since Beary had gotten the band back togehter, now as Beary heads off to college, he remembers growing up with the bears and his human family while also trying to survive his roomates. Meanwhile two old enemies put their long-awaited plan of revenge into action against the tightnit family of bears and humans.