After experiencing a stroke, Master Shake decides to turn his life around by getting in shape. However, Shake's muscles become sentient and commit crimes while he sleeps.

Master Shake competes with Meatwad and Carl to win a "Dudie Award", which turns out to be a scam to sell condos.

Master Shake's addiction to shellfish begins to take a severe toll on his health, so Frylock convinces him to seek professional (and inexpensive) help from a therapist-cum-magician whose unconventional treatments belie questionable motives.

The Aqua Teens blast off in an illegal rocket to answer a distress signal from the mysterious Banana Planet. Meanwhile, Master Shake is preoccupied with a honeybaked ham.

The Aqua Teens are unable to pay their cable bill due to Master Shake's financial negligence so Frylock has everyone seek jobs. He gains employment at a fast food establishment, while Meatwad and Shake get sucked into the seedy underworld of organized crime.

Master Shake buys bongos from a hippie in order to join a drum circle. When played, the bongos summon a strange skinless creature with a tragic past.

While trying to explode ducks at the local park, Master Shake meets Freda, the woman of his dreams. However, he soon begins to feel the pangs of love, and ultimately, inevitable heartbreak, as the woman is not exactly what she seems.

Carl acquires a storage unit from his friend and invites Frylock to help examine its contents, only to discover the storage unit is a portal to another universe ruled by the mystical kingdom of the peaceful, woodland Zeebles. The Zeebles (consisting of King Zarfonius, Zorf, Zingo, Zaffy, and Bill) are willing to welcome Carl and make friends with him, even though they're aware of his unfriendliness, so they present him with a leaf collage as a present, which Carl couldn't care less about. Carl, eager to make money, begins draining the mythical land of its resources, such as cutting down all the trees, inviting rare game hunters to hunt down the magical animals, drilling for oil, and renting out the area for weddings. Upset about the current state of their kingdom, the Zeebles at-first decide to impeach "Carl the Difficult, Alcoholic, Unfriendly Giant", but Bill persistently suggests killing him, which is eventually agreed upon.

The Zeebles decide to bake Zorf inside a Blister-berry pie with a knife and give it to Carl and for him to kill Carl when he goes to take a bite. The next day, Carl invites two soon-to-be-weds to the storage unit to scout the location for their wedding, where the Zeebles present Carl with the pie (which contains the outline of Zorf in the crust). Carl instantly suspects poison, so he forces Zarfonius to take the first bite, in which the Zeebles discover that Zorf died inside the pie when they baked it, which results in Carl poaching all the Blister-berries and inviting Zaffy back to his home so he can have his way with her. At Carl's pool, Frylock tries to reason with Carl to cease his imperialistic actions and to "leave those little people alone", which Carl turns down and decides to "steal their frickin' Sun".

The Zeebles plot to attack and kill Carl using a taxidermy Moose-head, unfashionable neckties, burning baseball cards, an antique civil war musket, and old tax records (all raided from the neighboring storage units). Everything, however, doesn't even phase Carl and he unscrews the Sun from the ceiling/sky, which in turn summons a nocturnal creature called the Nightwolf which attacks Carl.

Master Shake gains employment at a shady company that literally practices viral marketing. Frylock becomes suspicious when Shake returns critically sick.

Emory and Oglethorpe, the Plutonians, awaken after months of hypersleep (which includes Oglethorpe being terrorized by a Xenomorph-like creature only to learn that the duplicitous Mooninites have conquered and enslaved their entire race. Now their leaders, Ignignokt and Err instruct Emory and Oglethorpe to investigate the S.S.S. Jon Don Ronald (a spaceship that resembles an ugly man wearing only briefs and socks) to recover three groups of explorers who've gone missing three months ago. The Mooninites also reveal that the ship is alive and carnivorous (but they're pretty sure it's sleeping), and is also not to be confused with its twinship, the S.S.S. Jon Ron Donald (an after-hours nightclub). Unfortunately, Ignignokt and Err can't tell the difference between the two, so Oglethorpe and Emory have no clue which ship is which.

The Plutonians arrive at the Jon Don Ronald and the Jon Ron Donald and enter what they believe to be the safe ship, where they find remnants of the explorers hanging from the ceiling. The Mooninites call them via a hologram-wristband and inform that the carnivorous ship has fangs while the other doesn't, and warns them not to wake the carnivorous ship. However, the carnivorous ship is awoken by a living jukebox, therefore trapping Oglethorpe and Emory inside. It's then revealed that Ignignokt and Err don't actually want the ship or the explorers, but only to torment the Plutonians.