The citizens of Acmetropolis are celebrating the Loonatics on the one-year anniversary of the meteor strike, when the sky is suddenly filled with pieces of rock falling from the stars.

Mallory Mastermind, Sypher, Weathervane, and Massive have been unwillingly recruited by a mysterious alien being known as Optimatus.

Zadavia reveals the location of Optimatus' hideout and the rescue on Danger Duck. When Zadavia is captured, the Loonatics must rescue her, save Acmetropolis, and defeat Optimatus.

Now that Optimatus is free, he alongside General Deuce and Rupes Oberon plan to use Planet Blanc's wormhole generator to take over the universe. Planet Blanc is said to be at the center of the universe, and that every point in the universe can be instantly travled to with ease from it. The Royal Tweetums contacts the Loonatics for help. It turns out that Tweetums evaded capture. The Loonatics must find him before Optimatus does, but not without help from an old enemy.

After receiving a message containing clues on Tweetums' whereabouts, the Loonatics and Sylth Vester seek out where Tweetums is. Meanwhile, General Deuce and Optimatus begin their plans to conquer the universe.