Before arriving at Lolliland, Pops becomes despondent due to his approaching battle. The crew then try to cheer him up by recording their memories.

Allies from both sides rally together for the epic fight. However, Pops and Anti-Pops are once again at a stalemate. Mordecai and Rigby are forced to jump between the two factions.

Mordecai and Rigby relive the first episode with their memories wiped. Pops must reach out to Anti-Pops and finally save the universe.