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 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.

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

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.