The series continues 500 years after the last episode. Mike, Servo, and Gypsy return to the SOL to find the year is now 2525, Crow has been there alone for a VERY long time, and the earth is being ruled by apes. Following orders from their Lawgiver, the apes force the crew to watch a mutant fish-man escape from captivity at a Florida aquarium in "Revenge of the Creature" (1955).

In the theater, the crew watches a sordid tale about the fountain of youth and a woman who wishes to be younger in "Leech Woman" (1960). On the SOL, Crow rids the SOL of a prairie dog problem, the Nanites go on strike, Servo and Crow attack Mike to extract eternal youth from him, Servo demands that Crow and Mike play "Beverly Hillbillies." Meanwhile on Earth, Mike convinces the apes to revert to their monkey nature, which causes Pearl to get upset.

In the theater, the crew watches an archeological encounter an underground civilization in "The Mole People" (1956). On the SOL: Crow tries to enslave Gypsy, Mike, and Servo, and later conducts an archaeological dig through the SOL. On Earth, On Pearl demands a parade in her honor. This episode features an appearance by Robert Smith of the Minnesota Vikings.

In the theater, the crew watches as a praying mantis is exposed to atomic radiation and attacks the North Pole in "The Deadly Mantis" (1957). On Earth, Pearl, Bobo, and Dr. Peanut accidentally (with help from Mike) detonate a bomb that destroys the planet. The crew holds a memorial service for Pearl only for her to call them and vow to hunt them down across space.

The SOL is pulled into orbit over a strange planet of the Observers. The Observers insist on observing the crew watch "The Thing That Couldn't Die" (1958) where the decapitated head of a dead Spaniard curses a household of farmers and leads to senseless deaths. On the SOL, an Observer appears, but Mike and the bots are annoyed to the point that they throw him off the ship.

In the theater, the crew watches as a hypnotist sends a woman from the present back into the distant past in "The Undead" (1957). Meanwhile, on the SOL, Servo's invitation to join the Observers doesn't go well.

In the theater, the crew watches a scientist use a time machine to bring back a creature from the year 5000. On the SOL, the crew samples some of the Observers' food, Crow goes back in time to visit Mike's family, and Mike summons the Terror from the Year 5000 to be Crow's blind date. This episode features the song, "When I Held Your Brain In My Arms."

In the theater, the crew watches as a hypnotist's beautiful assistant is transformed into a primeval creature and sent out on a killing spree in "The She-Creature" (1956). Meanwhile, on the SOL, Mike creeps everyone out with his custom Tickle-Me-Carlo-Lombari doll.

In the theater, the crew watches a teenager becomes a werewolf in "I Was a Teenage Werewolf" (1956). On the SOL, Servo declines the position of SOL commander, Pearl leaves the SOL functioning only on battery power, the crew deals with the aliens attacking the ship, and Crow opens a breakfast place.

In the theater, the crew watches as hillbillies and scientists join forces to protect their town from a giant alien spider in "The Giant Spider Invasion" (1975). Meanwhile, on the SOL, Mike and the bots fight off an infestation of mind-controlling alien pods.

In the theater, the crew watches as a young man discovers he and his friends only exist to be harvested for their 'spare parts' in "Parts: The Clonus Horror" (1979). Meanwhile, Pearl, Professor Bobo, and Brain Guy find themselves reluctantly babysitting a trio of all-powerful Space Children.

In the theater, the crew watches as a carnival fortune teller turns men into mindless zombies to go out and kill for her in "The Incredibly Strange Creatures Who Stopped Living and Became Mixed-Up Zombies" (1964). Meanwhile, on the SOL, Mike gets a new hairstyle from Shelli the Nanite.

In the theater, the crew watches as a young man attempts to break a curse, and a young woman works for her wicked stepmother in "Jack Frost" (1965), based on the Russian fairytale Morozko. Meanwhile, on the SOL, Russian-American comic Yakov Smirnoff visits via the Hexfield Viewscreen.

In the theater, the crew watches a movie about a secret government agent in "Riding with Death" (1976). On the SOL, Mike tries cooking, Servo does a tribute to the seventies (the 70s AD, not the 1970s), Servo becomes a trucker, and the Crew tries to inject characters into a movie. On the Camping Planet, evil robots attack Pearl, Bobo, and Brain Guy. They ask the SOL for help, and Mike responds by blowing up the planet (bringing the number of planets destroyed by Mike to three).

In the theater, the crew watches as a secret agent is charged to protect a scientist who has created a really dumb biological weapon in "Agent for H.A.R.M." (1966). Meanwhile, Mike is summoned to court over his planet destroying spree. Pearl is the prosecutor, Bobo is the defense attorney, and Servo and Crow's testimony does not seem to help Mike.

In the theater, the crew watches as an alien superhero defends the earth from an invasion lead by the Phantom of Krankor in "Prince of Space" (1962). Meanwhile, on the SOL, Krankor pays a visit.

In the theater, the crew watches as mutant sea-creatures wreak havoc on local teens in "The Horror of Party Beach" (1964). Meanwhile, on the SOL, Servo irritates Mike with an updated to-the-second newspaper.

In the theater, the crew watches as a ventriloquist traps a human soul inside his dummy in DEVIL DOLL (1964). Meanwhile, on the SOL, Mike thinks that the demon called Pitch is a bad influence on Crow.

In the theater, the crew watches as the cosmic hero, Space Chief, defends the Earth from a Neptunian invasion in "Invasion of the Neptune Men" (1961). Meanwhile, on the SOL, a discussion of Noh Theater sparks a wacky conversation a la Abbott and Costello.

In the theater, the crew watches as a beefcake space pilot attempts to stop a mutiny on a ship with a giant boiler room in "Space Mutiny" (1988). Meanwhile, on the SOL, Crow is pretty sure he is a Bellerian.

In the theater, the crew watches as a man living in a dystopian future unwittingly starts a revolution in "Overdrawn at the Memory Bank" (1983). Meanwhile, the Mads are hosting a pledge drive for Pearl. This episode features the song "Loving Lovers Love."