Zurg gives Torque the cloning device that mostly serves to define Torque's character. Team Lightyear has to deal with him.

A rash of stolen technology leads Team Lightyear to discover that XL, the proto-version of XR, has been fixed up by Zurg and sent out to soup himself up and wreak revenge upon Star Command. When Buzz attempts to lure XL into a trap by using XR as bait, Commander Nebula ends up kidnapped, instead.

Buzz and Mira are chasing after Lardak for counterfeiting and when they are taking him back to 42, they see Trade World being destroyed. Zurg contacts the Galactic Alliance and tells them to surrender or more planets will be destroyed.

Buzz and Mira crash on the distant planet Roswell. Booster and XR have to save them from the local military authorities, aided by the local sheriff and his daughter.

Torque is taken to Penal Colony Seven by Booster and XR; he escapes from them and wrests control of the prison (with the aid of his many ""clones""). At the same time, the President of the Galactic Alliance is being given a tour of PC-7 and being shown its high-tech security system. The security system proves to have some ""bugs"" when it determines that all non-secure persons in PC-7 MUST be escaped prisoners, thus it attempts to capture and subdue not only Torque (and his ""clones""), but also the Galactic President, Booster, and XR. From orbit outside PC-7, Mira and Buzz attempt to help out, but the system interprets their actions as aid for the supposed ""prison break"" going on inside.

Tangean noble Lord Angstrom tries to get Mira to wed Fop Doppler, a fairly minor member of the Tangean noble clique (and fairly snooty) so as to provide a distraction as a band of Tangean ""Grounders"" attack and allow for Lord Angstrom to overthrow Mira's father. The Grounders are a humanoid race that shares the planet Tangea with the race that Mira is native to. While the blue-skinned, svelte, and fairly bourgeois Tangeans (""Tangean Blue-bloods"") have the psychic ability to phase through solid objects (...aka...""ghosting""...), the taupe-skinned, stocky, and fairly proletarian Tangeans (""Tangean Grounders"") have the psychic ability to project focused force-blasts (...aka...""boom-boom""...). For some reason, the native psychic abilities of both Tangean races are nullified if either race is in close proximity to the other.

In hopes of avoiding marriage, Mira invokes a law requiring Fop to submit to a ""Challenge of Worth"". She selects Ranger Academy basic training

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

Mira ghosts into a Crystallic Fusion Generator Core and becomes a glowing, supercharged, power-speed-junkie. Mira's father warns Mira about how her race can fall prey to such temptation, but Mira has to find out on her own. Eventually, after she attempts to battle Zurg on her own, she realizes that her need for ""re-charging"" is getting worse and worse and is beginning to take control of her life, but she manages to overcome her ""energy addiction"".

Petra, a senator's daughter, is shipped off to Space Ranger Academy to keep her from Plasma Boy; Booster falls for her; both Petra and Plasma Boy end up in Space Academy.

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

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

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's latest creation, Project X, a Lurker-like blanket thing that wraps over one and takes control of one, is sent to destroy Buzz Lightyear, etc... The shape stealer first takes over Buzz's next door neighbor, Mr. Hayman, and tries to kill Buzz with hedge clippers, then when Buzz has to fly off to TradeWorld to deal with Lardak Lurdak (a petty criminal), it takes over Ed the Courier and flies off to catch up with him. Once on TradeWorld, the shape stealer takes over a Vulturan, then some piggy-looking bystander, and then a bus driver, all of whom attempt to stab, shoot, or run over Buzz. When the bus crashes, the shape stealer is nowhere to be seen. When Team Lightyear return to Star Command, the shape stealer proves to've been just biding its time. It takes over a LGM (who tries to shoot Buzz), then Booster (who tries to beat up Buzz), and then it just takes over Buzz himself...but without showing any signs of having done so. When Nebula locks Buzz into Star Command's Combat

Crew on asteroid attempting to deflect comet. Ghost on asteroid seems to be interfering with mission, uttering ""Enola Eno-No!!"" (...with silent ""e""s...). Asteroid crew runs off with 42, leaving Team Lightyear to solve the problem. 50 years ago, Wild Bill Cooley had attempted same mission, but ended up frozen in comet's tail. He was trying to tell them that it was a two-man mission to shunt the comet, but it was coming out in reverse (...IE: ""No-one Alone!!""...). Buzz thaws out Cooley and the two of them shunt the comet.

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

Shiv Katall is stealing numerous high-tech devices; this seriously confuses Team Lightyear, since Buzz and Commander Nebula were the only ones to take on the guise of Shiv. Shiv turns out to be actually Buzz Lightyear; the EVIL Buzz Lightyear (...it only makes sense that he would've come up with the whole Shiv idea in HIS universe as well...). When Buzz (...the evil one...) flies too close to Capital Planet's sun for 42's scanners to detect his location, Mira and Buzz (...the good one...) fly down in Star Skimmers to try to find him. They discover that Buzz (...the evil one...) is working with Gravitina, setting up another device that can boost her psycho-gravimetric powers to such a degree that she can cause ""sun-quakes"" that can launch solar plasma-balls towards Capital Planet, Star Command Headquarters, and just about any planet whose solar system is nearby (...Tangea is mentioned as a possible target...).

Team Lightyear routinely busts some arms smugglers, who are working for Keno Kentrix (a Bathyosian night-club/casino owner on Mahambas 6, who is arranging some arms deals for Zurg...and who sounds a whole lot like Frank Sinatra...). After their successful mission, they co-incidentally set out for Mahambas 6 for some vacation-time. Due to a ban on robots in the casino, XR disguises himself as Booster in order to gamble; gamble he does, and pretty much cleans out the house, much to Keno's ire. Keno puts a bounty of 10,000,000 Uni-Bucks on Booster's head, which prompts Keno's bodyguards, Warp Darkmatter, Lardak Lurdak, a handful of Gargantian Militants, two Tangean Grounders, and a few other bounty hunters to try to gun down Booster. XR re-disguises himself as Booster and turns himself in. When Booster arrives to save XR, Keno (and all of the assorted riff-raff) decides to just wipe out the both of them. Piqued by the sound of gun-fire, Buzz steps in (with a triple sun-burnt Mira) t

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.

As an auto-piloted freighter is attempting to make a routine transport run, it is attacked by Valkyran raiders. At the same time, 42 is struck by a fairly massive energy jolt and develops her own personality.