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.

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"".

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.

When Booster is kidnapped by the Raenoks, in order to conduct a prisoner trade for Varg (XR is sent to guard Varg, who quickly escapes and takes XR to Raenok), Buzz & Mira fly off to save him w/ a newly developed cloaking device that can render 42 and/or its crew invisible. While attempting to sneak into the Raenok prison, Mira and Buzz spot Booster's folks, who heard about their son's capture and decided to attempt to save him. This allows the invisible Mira & Buzz to get through the first line of defense, while the capture of the Munchauser's provides a distraction. When they're attempting to figure out how to get through the second line of defense, Becky and her father, the Sheriff from Roswell, arrive (having also heard the news of Booster's capture). The capture of the Roswelleans provides yet another distraction. Finally, the LGMs also decide to help, which almost allows for Mira & Buzz to free Booster (...and XR, and Booster's parents, and the Roswelleans...), but they end