Gravitina decides to help Zurg wipe out Star Command.

One of Zurg's Brain Pods (Number 13) goes AWOL, so Zurg hires the Boba Fett-esque bounty hunter Shiv Katall to track him down; Buzz turns out to've been Shiv all this time, in order to make defectors from Planet Z seem to be dead, when they're really in a witness relocation program; Buzz gets found out, so Commander Nebula has to do the Shiv-thing (...which he USED to do, before Buzz came along...), in order to make Zurg regain trust in the existence of Shiv Katall.

Buzz captures ""Pen-like Activation Device"" for Zurg's HYPER-DEATH RAY in a fairly accidental manner (Buzz thinks that it MUST be important and just LOOKS like a pen...everyone else thinks that it MUST be just a pen and that Buzz LOOKS to be going a little loopy...); Buzz is sent to Rhizome to work out overworking-stress with Tubunch. Zurg goes to Rhizome to get a clear shot at Star Command with his HYPER-DEATH RAY, unaware that Buzz is there. Buzz channels his emotions and uses the Rhizome plant-tech to stop Zurg.

Chlorms (Epoch, Era, & Eon) kidnap Galactic Alliance senators for zoo exhibits. Team Lightyear gets nabbed, but Buzz attempts to rescue them. They all end up shipped to product testing due to a lack of co-operation. They escape and return to Star Command

Zurg hits Mira & Buzz with gas that melts & melds them into a shoggoth-like creature, then sends them on their way back to Star Command; Mira/Buzz accidentally infect all of Star Command upon their return.

Star Command receives an urgent call for help. Unfortunately the signal was too weak to locate.

Answering a distress call, Team Lightyear discovers a ship under attack by Vulturans (a vaguely bird-like race, that XR recognizes as a race that tends to have a thing against robots). Team Lightyear fights them off...but in the battle, XR flies into a mad rage (gets a little ""blowie-uppy"") and ends up being seriously disassembled. When the LGMs fix him up, they discover signs of metal fatigue. Their report is sent to Commander Nebula, who accidentally spills coffee on the report, smudging the lettering and making it look like ""mental fatigue"". XR is sent off to the resort world of Mahamba 6 for a weekend pass, before having to take a psychiatric evaluation from Star Command's resident psychiatrist, Dr. Animus (...who resembles a native of Binpinardia...). While on Mahamba 6, XR is picked up by a taxi driver who turns out to be XL (...he sent XR a fake ""you have just won a free vacation!!""-flier to XR to lure him in...). XL kidnaps XR and steals his body.

Zurg steals a remote trash compactor, compacts 42, and then compresses Capital Planet's sun in order to form a black hole.

Team Lightyear get separated and meet up with the last Beletor and the last Krnozian, who're warring over possession of their home planet.

While Buzz is testing out the LGMs latest invention (...some sort of space-scooter...), the LGMs are struck by a need to ""heed the heed"". As if hypnotized, they all commandeer a ship and fly off. While Zurg is attempting to dispatch hornets to defeat Buzz and capture the space-scooter thing, the same thing happens to the Grubs. The Grubs and the LGMs arrive on a distant planet (...Buzz and Zurg catch up in a few minutes...), where a giant, intangible, glowing head named Guzelian the Alien (...a member of the Heed, an advanced race that has transcended physical form...) tells them that they must work to bring peace throughout the galaxy. The Grubs return to Planet Z, the LGMs return to Star Command, and both of them then proceed to dis-assemble any weapons or armaments that they have, in order to issue in this new age of peace. After a charming little ditty written and performed by Mr. Idle, entitled ""Let's Make Peace!"", Buzz grows wary of Guzelian's intentions.

Commander Nebula sends Team Lightyear to Mahambas 6 to investigate a gravity problem. It turns out to be Gravitina, making a distraction so she can see Buzz and ask him out.

While on an archeological expedition studying Planet X, a group of LGMs stumble upon the resting place of an ancient powerful being called Natron.