Bloo is convinced that Cheese is an alien after watching a sci-fi movie about brain-eating spacemen and reading a tabloid newspaper with a picture that has an alien that resembles him and attempts to send a message to outer space.

The gang goes to a swap meet where a pick-pocketer is stealing money. He accidentally loses a $100 bill that Eduardo finds. Eduardo takes his money around the swap meet, looking for something to buy. But even the most sensible of the gang are tempted by the bill, and with the thief also trying to catch his bill, craziness ensues.

When the whole house goes to a fair, Mac and Bloo compete to see who will throw up last on a ride called the Vomit Comet. Bloo ditches Mac to ride in Madame Foster's Firebird, but a "quick" stop at the fabric store that is just across the street from the fair suddenly turns into a nightmare for Bloo that doesn't seem to end, causing him to take big measures to try to get out of it.

Bloo visits a retirement home and inadvertently disguises himself as a senior, getting to live there and being pampered all day long. When Mac finds out about it, Madame Foster teams up with him in order to get Bloo out of there.

Bloo entertains Mac with an action-packed story about a crystal "potato" of power. A little boy (Eduardo), an alien (Coco), a hermit (Wilt), a magical fairy (Frankie), and the Superdude (Bloo) attempt to protect the crystal potato from the evil Lord Snooty (Mr. Herriman), who is taking away all the fun in the land ruled by the Queen (Madame Foster).

Bloo learns about a garage band known as Pizza Party. After realizing that he cannot be in the band, he starts his own musical act and inadvertently causes the creation of a concert.

Bloo is convinced Mac is going to be married, so he tries to act mature in order to impress Mac.

A rich kid named Barry Bling comes to Foster's looking for a friend. He has a mansion filled with toys, which tempts Bloo so much that he starts cheating on Mac. But there's something strangely familiar about Barry...

Bloo tries the old peanut brittle can filled with snakes trick, thinking it as the ultimate Halloween prank after strapping Mac to his bed so as to not allow him to go trick-or-treating because of his sugar rushes. However, when Mr. Herriman tries his trick, Bloo thinks it has gone awry, and Mr. Herriman becomes a zombie, much to the shock of the other residents.

Bloo, Mac, Frankie and others are tangled up in a chaotic series of events when Frankie wins tickets to the premiere of a new action movie starring Rod Tango.

Eduardo tells some little white lies to the nursery residents of Foster's, and now has to cover his tracks so they can't catch up to him.

This episode tells the story of "The Big Cheese" through the eyes of a pea-sized imaginary friend named Peas, detailing how he helped Frankie turn a negative into a positive.

A plan to mellow out Mr. Herriman backfires when conditions at the house quickly deteriorate.