Just your average day during the apocalypse, Ben has come to a sea of ​​porn either to destroy it, or be destroyed by it. Instead, a giant television-faced worm transforms him into a cockroach! Following this transformation, a companion named Jodee manifests herself out of her guts and the displaced spirit of a porn star who died in the global cataclysm. A friendship is formed, and they begin to build a trap to capture the worm in the hopes that they can force it to turn Ben back into a human.

Meanwhile Nolimitz is on a rampage, laying waste to corporate goons, god, and cops. That guy doesn't take crap from nobody.

While it's still wicked funny, with a hyper-critical eye on society, a lot of Ben's story in this issue focuses on his own personal shortcomings, and we're taken to more solemn places. All around, this issue is more pessimistic than the first.