Buzz is impressed by rookie Flash Flemming, much to Booster's chagrin. Gargantia's ambassador Ursona Major contacts Star Command in order to join. But it turns out that there are rebels, who oppose the idea of Gargantia joining Star Command and thus possibly losing their individuality.

Warp Darkmatter hijacks a cargo ship which is carrying NOS-4-A2's coffin and Team Lightyear comes to stop them.

Warp Darkmatter and Buzz find out that there is an odd implanted device within both of them. So they work together to discover who gave them the implants.

XR downloads Star Command Mainframe to prevent the system from crashing (due to Warp Darkmatter using info-stealing techno-ticks); Zurg heists XR in order to gain Star Command classified information; XR uses techno-ticks to help HIM out.

Warp Darkmatter goes to the distant planet of Binipinardia to nab a naturally occurring de-evolving gas, guarded for eons by the local Binipinardians (...who happened to take a coffee-break at exactly the wrong time...). When Team Lightyear arrive on Binipinardia, they find the locals to be missing, and the only critters that seem to be around are some semi-sentient lemur-like things. XR is marketing his comic book, breakfast cereal, and adventure series at the time, so when the rest of Team Lightyear go off to look for the missing Binipinardians, he stays behind to look after the ship and to test out some product marketing research on the lemur-like things. Shortly after discovering that Warp Darkmatter has set up a pumping station, to ship the gas to Zurg, the rest of Team Lightyear gets hit by the de-evolving gas; Mira becomes ameboid, Buzz becomes neandertalic, and Booster becomes ankylosaurus-ish. When he finds out what has happened to his comrades (...and that the native Bin

While Team Lightyear is conducting mock-combat training with Team Rocket (...headed by Rocket Crocket...), Crocket goads Mira into getting herself tagged. King Nova presents Mira with an invention of his, the Starthought; a small spacecraft guided by one's thoughts. Mira has doubts about it until she realizes that it'd really bother Crocket to see her zipping around in such a spiffy ship. While testing the Starthought, Mira runs into some tourists, who are actually Warp Darkmatter, along with one of Zurg's Brain Pods & a Grub, on a reconnaissance mission to scope out any new Star Command developments. Zurg sets up a fake raid on a Gulgarian mining outpost, in order to lure Mira, and the Starthought, into his clutches. After successfully losing the Starthought to Zurg (...success for Zurg, dismal failure for Mira...), Mira goes to Cosmo's Diner to sulk, but Team Lightyear & King Nova show up and convince Mira to go out and re-nab the Starthought back from Zurg. They sneak into Zurg