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

Gravitina decides to help Zurg wipe out Star Command.

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.

After an inspection of the planet Rhizome's bio-defenses, Team Lightyear are all given energy plants by Professor Triffid. Booster picks up a red one instead of a white one. The plant is slowly taking over the ship and then Star Command itself. XR has begun to give unauthorized tours for Buzz Lightyear fans behind everyone's backs.

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.

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.

Scientist Ozma Furbanna asks for help to stop the poaching of native animals on the planet Karn. Mistaking him for a rare species, the poachers kidnap Booster.

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.

Buzz and XR respond to an emergency distress from Sentilla looking for a downed cargo ship of Hyper Bombs.

XL has found that the primary difference between he and XR is that XR has a component called an AFD, so he kidnaps XR and removes his AFD.

When Buzz is pulled into a black hole, Zurg tricks him into revealing all of his secrets in his latest attempt to destroy Star Command.

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.

Compu-klerm Co. brainwashes Buzz into thinking that he is an office clerk. Buzz's combat skills are downloaded into the Klerm Slambots, which Team Lightyear then have to fight to save Buzz.

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

The crystals for Crystallic Fusion Generators (the primary power source for almost all Galactic Alliance technology) are mined on the landless ocean planet Bathyos; an anti-air breather movement, hoping to cause an embargo that will force the Galactic Alliance to bow to the will of the Bathyosians, is lead by Gularis, a shark-esque big-wig native of Bathyos. The movement is taking terrorist actions, causing ""accidents"" to happen in the crystal mines, but Team Lightyear is called in as a safety measure, and they uncover Gularis' plans.

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.

Zurg mutates Jo-Ad vegetables w/ Transdibulator. Team Lightyear goes to Jo-Ad to investigate the problem. Booster's childhood pal, Buster, was lured into helping Zurg w/ the promise of glory and power (he had been jealous of Booster getting to join Star Command while he was stuck back home on the farm).

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.

While fighting NOS-4-A2 with Buzz, Space Ranger Ty Parsec gets bitten by an energy vampire and he turns into the Wirewolf.

Cosmo gets K-3000 Uni-appliance for Cosmo's Diner (the diner that Team Lightyear seems to spend too much time at); the K-3000 Uni-appliance is an experimental device that absorbs one's kitchen appliances into itself, and is able to use them all due to its powerful, experimental energy source and its ""liquid steel"" structure (...possibly constructed of nanobots?...very much like a robotic shoggoth, from H.P.Lovecraft's stories...). NOS-4-A2 senses the power within the K-3000 when the Courier delivering it passes close to the abandoned ship that he was residing in, trails after it, and takes control of the K-3000, all of Cosmo's restaurant equipment, and then all of Cosmo's Diner. Team Lightyear is in the process of returning Professor Triffid to his home planet, Rhizome, after a failed attempt on his part to convince Star Command to incorporate ""organic vegegenetic technology"" into their systems, when they receive the distress call from Cosmo.

After investigating a rash of robo-homocides, Team Lightyear discover that NOS-4-A2's loose on TradeWorld with a self-appointed ""slayer"" on his floating tail -- Savy SL-2, a human orphan that was adopted by a robot couple. NOS-4-A2 had ""vamped"" her adoptive parents, so she decided to step in as a vigilante vampire-robot-slayer (...a la Buffy...). With her assistance, they hunt down NOS-4-A2, fight his horde of enslaved robots, and defeat him, freeing those robots that were in the grip of his dark forces (...including XR who, as usual, was an easy mark for NOS-4-A2...).

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'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

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

Answering a distress call from a planetoid within ion storm, Buzz encounters Spyro Von Madman, and his daughter, Bonnie. Professor Spyro Von Madman, previously known as Spyro Lepton when he worked with Star Command, was a scientist who had come up with the notion of equipping Space Rangers with a semi-organic energy-absorbing crystalline form, thus resulting in what he called a ""cryborg"" (...very much like the concept behind Star Trek's Borg, but with a crystalline basis), eliminating the need for the Pulsar 400 Envirosuit & Battle Armor that is standard issue for the Space Rangers. Spurned by Star Command, Spyro had gone off into seclusion to further his research. When Spyro had worked for Star Command, he and his daughter were acquaintances with Buzz, and it would seem that Bonnie has been carrying a torch for Buzz all these years. She helps him to escape her father's Cold Slab of Revenge, and to bring her father in. While in jail, Spyro sees Bonnie & Buzz walking together

Ship 42 scopes out area where ships have vanished. Upon scanning the planet, they detect large amounts of technology on the planet, but upon landing it seems quite barren. Flying manta-like shriekers attack Team Lightyear's technology, leaving them stranded and defenseless. Roaming the countryside, they encounter a man named Flint who runs a town of castaways from spaceship-wrecks. Upon investigation, Flint turns out to be a renegade work robot (gamma series construction robot), who built the robotic shriekers in order to strand organics on the planet, so that he could order THEM around as revenge for his time spent in forced labor (...as a stock-boy...). Team Lightyear shut down the subterranean shrieker construction plant that Flint had built, and defeat Flint, freeing the hapless castaways.

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 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

Zurg nabs an exhibit of an extinct species of large, Alien (as per the movies)-esque insects, planning to resurrect the species in order to help him in (...what else...) take over the galaxy. Dr. Ozma Furbanna is roped into helping Zurg revive Alien-style bugs, by having her scientific morals preyed upon. Zurg sics the bugs on Capital Planet. Before things can get too out of hand, Team Lightyear discovers that the bugs can be stopped by belly-tickling (...it over-rides their nervous system...), and with that they manage to save the day.

The Galactic Alliance President is about to sign a ""historic peace initiative"" in the Senate chamber, when Commander Nebula narrowly saves her from a sniper's blast. Thousands of witnesses see Buzz fleeing the scene. The next morning, Buzz gets his morning paper and is about to do the crossword, when a SWAT team breaks in. (Buzz is completely cool, even giving them tips on their technique. Then they grab him.) We learn that the Gargantian Militants have constructed new robot-vehicles similar to the Flash Fleming android they used in earlier episode Inside Job. Now, however, they have ones duplicating Buzz and others.

First, the Gargantians pose as a doctor to give Buzz a negative psych evaluation. Then, they pose as the judge as Buzz's trial to insure he is convicted and sentenced to life in prison. Finally, they take a space aboard the prison transport as a convict and try to get Buzz. This last effort causes a crash and Buzz escapes.

A Buzz from 150 years in the future arrives to prevent Mira from being killed.

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.

Due to a diplomatic faux pas with the Porcelon Ambassadorial Delegates, Team Lightyear is delegated to traffic duty.

When Zurg steals the Chrono-Disruptor from Santa, Buzz and the gang must help Santa to save Christmas.

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.