Picking up from INVICTUS episode, Mouse finds himself without memory and in a new world called Lotharganin where he meets Aria and Professor Wilx; two top scientists from the Outer Earth who worked with Shyd Industries.
While Shark is being reconstructed into an abomination of Square and himself, Golden Joe and Peanut try to figure a way out of their jail cell.
A Schooner breaks through the defenses of Lotharganin and all clues point to Professor Wilx and his underlying connection to Shyd Industries.
Eyeball reunites with Mouse on Lotharganin. Manwoman, in the Outer Earth, is interrogated by Peanut Cop because she has the Box of Worlds in her possession created by Shyd Industries.
Rooster escapes Spider from the World of Muck and finds himself in a desert with a well-armed Kid camping out. Peanut Cop and Golden Joe break out of prison on jet skis; Aria realizes that Professor Wilx is working for Shyd Industries.
Sirus, the Architect for the Box of Worlds, breaks ranks with Clock. Aria and Eyeball use a serum to kickstart Mouse's memory and he remembers working with them and helping to create the Box of Worlds.
Mouse realizes the Box of Worlds has been stolen is now unstable just as Peanut Cop and Golden Joe come to their rescue. Rooster meets with Sirus and formulate a plan to take down Shyd Industries. Wilx has found his way into Outer Earth.
Industry Man interrogates Rooster on the location of the missing Box of Worlds. Peanut Cop dies while freeing Mouse, Aria and Eyeball from the laser cage. Meanwhile, the Castellica gets its orders from Melissa to save Mouse.
As the Castellica saves Mouse and team, Rooster escapes the clutches of Industry Man.
In this season finale, Industry Man and his Clock persona are destroyed but who really holds the key to the powerful Box of Worlds?