Teddy and his friend Grubby leave their homeland of Rillonia in search of adventure. Teddy has half a medallion and a map that shows the location of the Hard To Find City, in the Treacherous Mountains of Grundo. They meet a group of Bounders, and are ""rescued"" from them by Professor Newton Gimmick. He informs them that they are in Gimmick's Valley, and invites them to lunch. Teddy shows Gimmick the map and medallion, and Gimmick's interest is piqued. Meanwhile, Jack W. Tweeg fires a cannon at them from his tower, paranoid that Gimmick and the two newcomers will steal his recipe for turning buttermilk into gold. Tweeg learns of Gimmick's intent to help Teddy search for the treasure, and gets LB to steal Teddy's map and replace it with a fake while the Trio prepare Gimmick's Airship for flight. The Trio set off in the wrong direction, while Tweeg and LB head in the right direction. Finally, the Trio realize they're going the wrong way, just as their fuel sup

The Airship crash lands in the Great Desert, and the Trio sets out to look for firewood (in the desert?). Eventually, they locate a deposit of coal, but are captured by Mudblups. Grubby is put to work, and Teddy and Gimmick are locked up. There they meet Prince Arin, an Illiper, who tells them about his quest to find his lost sister, Princess Aruzia. A weird looking guy in a trench coat slips into the cavern and films the captives, blinding a Mudblup with the light on his camera. The blinded Mudblup freaks out and smashes the cell door, allowing Arin, Teddy, and Gimmick to escape to the Airship, where they get candles to make lanterns with. The three of them head back to the Mudblup caves and rescue Grubby, using the lanterns as weapons. The group gets back underway with a fresh supply of coal, intent now on helping Arin find his sister.

The group lands near a waterfall to refill their water supply, where they meet a surly Yeti-like creature known as the Wooly What's-It. Once they explain their mission, the creature changes moods and offers to take them to the Wizard of Grundo for help in finding Princess Aruzia. While passing through The Jungle With No Name, the group encounters a group of Grunges. The Grunges invite the group for Grunge Gumbo, and Prince Arin overdoses on Vitamin Z, a potent ingredient in the gumbo. Arin trips out and becomes the Iron Warrior -- a super-sized, super strong, and super cranky version of himself -- and starts trashing the Grunge Village and kicking everyone's ass. Finally, Wooly engages him and the two go off a cliff and land in a pond. Arin returns to normal, and the group resumes their journey.

The group reaches the Wizard's castle, and asks the Wizard for his help. The Wizard is willing to give Arin the information he seeks -- for a price. Arin pays up and the Wizard goes into a back room. There he contacts the guy in the trench coat -- Louie -- who produces a film which he puts on a projector. The Wizard calls upon the spirits to tell where the Princess is, and uses hidden controls to operate the projector. The ""Magic Eye"" reveals that Princess Aruzia is being kept prisoner by the Gutangs in the Hard To Find City.

The group lands at the Hard To Find City and releases Princess Aruzia. They then discover an abandoned structure with the other half of Teddy's medallion. Teddy puts the halves together, and a door opens on a huge treasure room. At the same time, six Crystals appear, each with a different message on them. The group collects the Crystals and makes a run for the Airship as the Gutangs realize that the Princess has escaped. The Gutangs attack the Airship, and all looks lost until Wooly appears from out of nowhere and proceeds to kick the shit out of the Gutang planes, allowing everyone to escape. Meanwhile, Tweeg and LB find the treasure room and loot it, only to have the treasure disappear, having been an illusion all along. The group flies home, with Teddy proudly wearing the restored medallion.

Gimmick leaves a portable version of the Reducing machine out in the open, and LB uses it to shrink the Trio and the Airship down to miniature size. LB proceeds to ransack Gimmick's house, and discovers five of the Crystals and takes four of them to Tweeg, who plans to take them to MAVO. Meanwhile, the Trio meet up with a group of bugs, who invite them to a dance. There, Grubby meets a caterpillar named Karen and falls in love with her. After a few days, however, Grubby is crushed when Karen disappears into a cocoon and falls silent. Teddy and Gimmick figure out that Karen is about to become a butterfly, and rush to tell Grubby the news just as Karen emerges with her new wings. Karen operates the Reducing machine and restores the Trio back to normal size, and Karen regretfully says goodbye to Grubby

Gimmick leaves a portable version of the Reducing machine out in the open, and LB uses it to shrink the Trio and the Airship down to miniature size. LB proceeds to ransack Gimmick's house, and discovers five of the Crystals and takes four of them to Tweeg, who plans to take them to MAVO. Meanwhile, the Trio meet up with a group of bugs, who invite them to a dance. There, Grubby meets a caterpillar named Karen and falls in love with her. After a few days, however, Grubby is crushed when Karen disappears into a cocoon and falls silent. Teddy and Gimmick figure out that Karen is about to become a butterfly, and rush to tell Grubby the news just as Karen emerges with her new wings. Karen operates the Reducing machine and restores the Trio back to normal size, and Karen regretfully says goodbye to Grubby.

Jack takes 3 of the Crystals to his mother's house. Eleanor Tweeg isn't terribly pleased, but takes Jack, LB, and 2 of the Crystals to Ickly Bognostriclum, the gatekeeper at MAVO HQ. Ickly pockets one of them and gives the other to Quellor, the Supreme Oppressor of MAVO. Quellor is pleased --the Understander of Legends says that MAVO will never be safe as long as an Illiop possesses the Crystals, and Jack is told to recover the remaining Crystals if he wants to be a MAVO member. Ickly, Eleanor, and LB give Jack the crystals they pocketed along the way, and Jack and LB set off to get the sixth Crystal (the First Crystal) from the Trio. Meanwhile, the Trio conclude that the only person who could have stolen the Crystals is Jack W. Tweeg, and discover that he's headed for MAVO.

Gimmick attempts to use his compass to steer the Airship to MAVO HQ, but the compass is faulty (surprise!) and the Trio set down at Ben's beach, where they meet the Surf Grunges. Jack Tweeg's history is revealed; his father was a Surf Grunge who married Eleanor, only to eventually be driven off by her. Grubby uses the Reducing machine to generate an oversized wave for the surfers, which creates giant salt crystals. Teddy realizes that the salt crystals can be made to look like the real Crystals, and the Trio make a set of fakes, including one for Jack to steal that night. The Trio then follow Jack toward MAVO HQ.

Jack takes the five Crystals (four real, one fake) to MAVO HQ and gives them to Quellor. A celebration is held in honor of the find, and the Understander of Legends installs them in the MAVO ceiling. The Trio shrink themselves and the Airship and infiltrate MAVO HQ, and quietly replace the real Crystals with fakes, starting a brawl along the way. The Airship slips away during the commotion.

Teddy and Grubby run into a group of Fobs who have lost their color. This leads them to enlist Wooly to climb to the top of Rainbow Falls, where he finds a boulder blocking the water where it runs from a cave. Wooly removes the rock, and the water resumes flowing. The Fobs drink the water, and get their color back.

Tweeg sets out to sell miracle cures to the residents of Gimmick's Valley in order to pay his MAVO membership dues. He winds up talking the Trio into buying "cures" for "ailments" by playing on their insecurities (Gimmick's baldness, Teddy's shortness, and Grubby's lack of handsomeness). The Trio eventually realize they've been swindled, and vow to be happy with the way they are.

Tweeg wakes up with discolored skin, and becomes convinced he's ill with the "Tweezles". LB asks the Trio to help his boss, and they head for the Tower. After each of them puts forth their remedy for Tweeg, Gimmick realizes that Jack is suffering from pigmentation caused by drinking water from Rainbow Falls.

Tweeg wakes up with discolored skin, and becomes convinced he's ill with the "Tweezles". LB asks the Trio to help his boss, and they head for the Tower. After each of them puts forth their remedy for Tweeg, Gimmick realizes that Jack is suffering from pigmentation caused by drinking water from Rainbow Falls.

Gimmick creates a diversion and Teddy escapes from Tweeg's wagon. The Trio then launch an expedition to the top of Rainbow Falls and discover that the cave the water comes from is full of colored glass that look very much like gems. Wooly slips and gets stuck at the mouth of the cave, causing the water to rise inside, nearly drowning the Trio. Wooly breaks free, and once the Trio escape, the What's-It blocks the water with a boulder, causing the falls to dry up. Gimmick then swindles Tweeg into buying a machine that supposedly turns Rainbow water into gems. Tweeg rushes to the Falls to find it dry, and then buys back all his fake remedy at triple the price, only to find that the machine doesn't work.

The Trio have dinner at Wooly's when a storm hits. Wooly helps the Trio save the tree where Leota the Woodsprite teaches school, and in exchange,offers to educate Wooly.

Grubby eats a Shush Bush while in the forest, which paralyzes his voice box and renders him mute. Leota then introduces the Trio to sign language to communicate with Grubby until he gets his voice back.

The Trio go on a picnic, only to have a group of bugs carry away their food. They meet Amanda, a ladybug who wants to earn a spot at the annual Spot Awards at this year's Bug Fair. The Trio shrink themselves and go with Amanda to the fair, where Amanda gets 3 new spots for making new friends. Just when things were going so well, Wooly captures them and takes them to school as part of his effort to learn about the creatures of Grundo, in hopes of learning more about what he is. Leota's class figures out the truth, and the Trio are restored to normal. Some of Amanda's friends volunteer to help Wooly with his study.

Wooly wishes to be the size of his classmates at school, and so Gimmick shrinks him with the Reducing machine, and then conveniently runs with it and trips and falls and breaks it (idiot). Meanwhile, Tweeg dresses up his hand as an Elf in order to cause mischief and turn the Elves and the Woodsprites against each other while Leota's class prepares for graduation. A pie fight breaks out between the Elves and Woodsprites, setting the theater tree on fire.

The Elves and Woodsprites put aside their differences to rescue the trapped Elf children inside the Theater Tree. Amanda brings in a bug bucket brigade while Katie, a deaf Woodsprite, flies to Gimmick's house to enlist the Trio's help in fighting the fire. Teddy takes a risk and uses the untested Reducing machine (which Gimmickhad been repairing) to restore Wooly so that he can put out the fire, but not before stray embers set the roof of Tweeg's tower alight. The Elves and Woodsprites make up and Leota's pupils put on a show for the community before receiving their diplomas.

Gimmick uses the Second Crystal to augment his latest invention, a replicating machine called the "Multiplication Table". During the course of adjusting and testing the machine, Grubby gets accidentally cloned, and we learn that two Grubbies are NOT better than one. However, the process isn't stable, and the clone dematerializes.

Old Mr. Beanly, the King's messenger, shows up at Gimmick's House, inviting the Trio to a banquet in their honor for rescuing Prince Arin and Princess Aruzia (way back in Arc #1). The scatterbrained messenger then heads off to find the other person he's supposed to invite to the castle. Tweeg watches the Airship leave for King Nogburt's castle, and thinks the Trio are after the King's help to steal his gold recipe. Tweeg decides to follow, intent on relieving the King of some of the burden of his wealth. The Trio land at the castle, where we meet Eunice, the Court Physician, and learn that King Nogburt's land is suffering from a food shortage due to a terrible drought. Meanwhile, Tweeg and LB pose as painters in order to gain entry to the castle.

The Court Jester sets the King's animals on a stampede, which keeps everyone busy while a group of Gutangs land and raid a nearby farm, until Arin, Aruzia, Teddy, and Grubby drive them off. Later that night at the banquet, Teddy recounts how he first met Grubby when they were boys. King Nogburt is mysteriously poisoned, just as the Gutangs mount another raid.

Trio and Arin drive off the Gutangs with the Airship and some Root Stew. The Court Minstrel sings a ballad about the Illiops, their unusual crops and talents. Meanwhile, Prince Arin investigates a previously hidden chamber in the castle, and discovers an ancient book which Teddy opens with one of the Crystals. The book has strange writing, and has pictures of a crop unknown to Grundo -- peanuts from Rillonia -- which Grubby just happens to have. Gimmick duplicates buckets of peanuts with a portable Duplicating machine (based upon the Multiplication Table). Everyone plants the replicated peanuts in the fields surrounding the castle, while Tweeg and LB find the castle vault, and discover that it's empty. King Nogburt's condition worsens.

Old Mr. Beanly (who has been wandering around Gimmick's Valley, it seems) finally remembers that he was supposed to invite Wooly to King Nogburt's, and the two head for the castle. Gimmick duplicates a gold wristband several times over, and Eunice asks Tweeg to remove them from the King's bedchamber, which he is happy to do. He takes the loot and heads to MAVO Headquarters to pay his dues. Gimmick duplicates King Nogburt's guards in order to fortify the castle against a Gutang attack, allowing the Trio set off for the Jungle With No Name to get a plant that will save King Nogburt's life. However, the Airship is downed in the Gutang air attack. The first raid is fought off, but the Gutangs return when the unstable cloned soldiers dematerialize. Prince Arin discovers that the Court Jester is a Gutang spy. Wooly finally arrives and defeats the Gutangs, and gives Princess Aruzia a bouquet of flowers he picked for her, which turns out to be the ones needed to save King Nogburt.

Gimmick unveils his new book, "All About Fobs", which claims that Fobs must live near Rainbow Falls in order to maintain their bright colors. Fuzz points out that this isn't true, as Fobs are colorful no matter where in Grundo they live. Teddy and Grubby set out to do more research, and meet up with Wooly, who shows them three Fob eggs that were being abused by the Bounders, and Teddy, Grubby, and Wooly take the eggs to Gimmick's house when the parents don't show up. Grubby keeps the eggs warm until the parents arrive, who explain that underground streams lead from Rainbow Falls to most parts of Grundo, which is how Fobs stay colorful even when they're far away from the falls.

The Trio and Fuzz discover that the crystals can be made to identify a quality of whoever is holding one of them. Gimmick is identified as "inventive", and it sets him on an inventing spree. Meanwhile, Eleanor, Jack, and LB head back to the Tower. LB and Eleanor send Jack to try swindling the Trio, who use one of the crystals to outsmart him.

Gimmick takes the Airship to the Great Desert to try out his "Pliable Habitat", basically a tent for the Airship made from the airbag. Eleanor,Jack, and LB follow them, and all six of them wind up prisoners of the Mudblups. The Mudblup King falls in love with Eleanor, who wants nothing todo with him. Jack then dresses in drag and impersonates his mother, offering to marry the King in exchange for giving Jack and LB a chest of gems and setting them free. Eleanor is dragged off for the wedding and Jack and LB are released. Meanwhile, the Trio cover themselves in mud and impersonate Mudblups in order to escape.

Jack gets Gimmick to bet his house on a Grungeball game, and brings in sunglasses-clad Mudblups as ringers to play against the Surf Grunges' team. Jack and LB serve the Grunges fake hotdogs made from noxious weeds, leaving the Trio to save the day when the Grunges fall ill. The Grunge All-Stars win,and Tweeg reluctantly gives Gimmick the chest of gems -- which turns out to be filled with coal.

Wooly pays the Trio a visit, and is shown Gimmick's Fob book and Teddy's Crystal book. Conveniently, Tweeg -- looking to get in an 11th hour bad deed before the MAVO swearing-in ceremony -- is eavesdropping, and when everyone goes upstairs to the loft, Tweeg sneaks in and runs off with the book left on the coffee table. The group soon discovers the theft, and surmises that Tweeg must have taken it. Teddy is eager to head for MAVO to get the book back, but Gimmick is strangely less entheusiastic. Tweeg takes his prize to MAVO and presents it to Quellor, who is most pleased. The celebrating commences as a thunderstorm intensifies outside. Meanwhile, the Trio claim to be caterers and fake their way into the party. Wooly creates a distraction, and Gimmick grabs the book. The Trio and Wooly make tracks as the leaky roof in the MAVO War Room allows water to dissolve the fake Crystals. Tweeg and LB are thrown in the dungeon. Teddy chastizes Gimmick for being apathetic about MAVO having the Crystal Book, but Gimmick explains that the book Tweeg stole was actually "All About Fobs", not Teddy's Crystal book.

The Trio visit the Mushroom Forest, and discover a group of shy shape- shifters called the Nothings. Teddy convinces them that they should change their names to "Anythings" since they can turn into anything. Meanwhile, Quellor sets MAVO in search of Teddy and the Crystals. The Gutangs ransack Gimmick's house, and find the plans to his Airship and sell them to Quellor.

The Jungle Grunges ask for the Trio's help when their oversize vegetables disappear. Gimmick sets a trap for the thieves, but winds up caught in it himself. The culprits turn out to be the Anythings, emboldened by their new name and not aware they were stealing from the Grunges' garden. However, some Anythings disguised themselves as vegetables, and are nearly chopped up as ingredients for Grunge Gumbo. Teddy and Grubby take the Airship on a rescue mission while Gimmick finds a way out of his trap. The Anythings are rescued at the last second. Meanwhile, MAVO unveils an Airship of its own, called the Eclipse, and sets out to find Teddy and the Crystals.

The Trio party with the Anythings and the Jungle Grunges, unaware that a manhunt is underway. On their way to return the Anythings to the Mushroom Forest, they are intercepted by MAVO's airship, the Eclipse. Teddy hides the Crystals on the Eclipse while Grubby and Gimmick create a distraction. Teddy is made to walk the plank, and eventually plummets toward the ground. Grubby and Gimmick are taken prisoner as the Airship drifts away with the Anythings onboard.

Teddy lands in the middle of a river that feeds Leekee Lake, and is pulled from the water by a mysterious stranger, who tends to him. The Anythings attempt to pilot the Airship, and eventually crash land near King Nogburt's Castle. Arin and Aruzia learn of the fate of the Trio and set out to repair the Airship and mount a rescue attempt. Wooly and Leota seek out the Wizard of Grundo in search of information, where they also learn of the battle. Meanwhile, Quellor interrogates Grubby and Gimmick as to the whereabouts of the Crystals, believing them to be hidden in Gimmick's Airship.

Leota and Wooly discover Teddy in a clearing near Leekee Lake on their way to MAVO headquarters. Meanwhile, Arin, Aruzia, and the Anythings land near MAVO HQ. The Anythings infiltrate the building, and impersonate Grubby and Gimmick, allowing the real Grubby and Gimmick to escape. Wooly disguises himself as a monster wanting to join MAVO, and gets inside, also seeking to rescue Grubby and Gimmick. Teddy slips in as well to retrieve the Crystals from the Eclipse, but hides from Tweeg and LB who are sent to prepare the ship for flight. Grubby and Gimmick get lost and also wind up in the hangar, and also take refuge in conveniently located sacks. Tweeg unknowingly puts all three of them on the Eclipse with the other supplies. Gimmick's Airship is spotted, and Quellor takes a Black Box from his throne and takes the Eclipse in pursuit while Wooly runs amok in the MAVO dungeon. Leota foils an attack on the Airship, and Teddy, Grubby, and Gimmick, now reunited, dump a bag of popcorn kernels into the Eclipse's furnace and retreat to the Airship as the Eclipse is overcome with popcorn and goes down, sinking into Leekee Lake with both the Crystals and Quellor's Black Box still on board. Tweeg and LB escape.

The Trio locate the wreck of the Eclipse at the bottom of Leekee Lake and attempt to reach it in order to retrieve the Crystals, but the wreck is too deep to swim to. The Trio spend the night with the Surf Grunges, who tell the legend of the mysterious Hermit of Leekee Lake, who Teddy concludes is the person who pulled him from the lake and nursed him back to health. Teddy finds scuba gear on the shore of Leekee Lake that mysteriously is a perfect fit, and uses it to recover the 6 Crystals from the wreck of the Eclipse, and also finds Quellor's Black Box, which has a Seventh Crystal, which is different than the other six, and is cracked. Meanwhile, Quellor begins a search for the wreck of the Eclipse.

Tweeg kidnaps Gimmick's pet Fob, Fuzz, and demands that Gimmick leave the valley. Teddy, Grubby, and Gimmick discover the power of the Third Crystal -- it can make things disappear! The Trio make themselves invisible with the Crystal and rescue Fuzz, giving Tweeg and LB a good scare along the way. Meanwhile, Quellor sends a minion, Drudge, to fetch his cousin Dredge to aid in salvaging the Black Box from the wreck of the Eclipse.

Teddy sets out to return the scuba equipment to its rightful owner, and is attacked by Dredge, who wants him for dinner. The monster pulls the helmet off of Teddy's suit and traps him in an underwater cave. Teddy is kept alive by the Fourth Crystal, which produces air for him to breathe. Dredge is driven off by a stranger, who is revealed to be the Hermit of Leekee Lake -- and just happens to be an Illiop! The Hermit shows Teddy a wealth of technology abandoned on the island in the middle of Leekee Lake. The Hermit reveals that he can't remember his name or how he came to be a hermit. He then takes Teddy to an undersea boat, which Teddy activates with one of the Crystals.

Grubby finds a picture of the Seventh Crystal in the Crystal Book, only the Crystal in the picture is unblemished. Gimmick examines the Crystal more closely, and causes it to project a hologram of Illiops living in the Hard To Find City, and then an image of what appears to be Teddy as a young boy, running to his mother. They decide to head to Leekee Lake right away to tell Teddy about this development, and begin making preparations. In the bustle, LB steals the Black Box (with the Crystal in it, natch) and takes it to Tweeg, who immediately takes it to MAVO, planning to return it to Quellor in exchange for lifetime membership to the Organization. However,Ickly points out that the Supreme Oppressor must poses the Black Box at all times, and since Tweeg possesses the Box, he must therefore be the Supreme Oppressor. Quellor is thrown in the dungeon. Meanwhile, the Hermit shows Teddy an ancient underwater city at the bottom of Leekee Lake. Gimmick and Grubby land the Airship, and the Hermit runs off, much to Teddy's dismay.

Teddy shows Gimmick and Grubby the wonders of the technology the Hermit has shown him, including a cave with a secret door, opened by one of the Crystals. The door reveals a staircase that leads to the Hard To Find City. The Trio revisits the Pavilion, and discover that the pedestal the Crystals were found in also has a space for the Seventh Crystal. Meanwhile, the Eclipse is raised from the bottom of Leekee Lake, and Tweeg declares war on the Gutangs. LB lets Quellor out of the dungeon to alert the Gutangs of the impending attack. Quellor challenges Tweeg to use the power of the Black Box, and Tweeg (ever the master villain) triggers the device, and erases his own memory, leaving him with oatmeal for brains. The Gutangs pursue the Trio, who escape back down the tunnel, as Tweeg wanders off.

The Trio attempt to airlift the Subwater Boat back to Gimmick's House, inspiring Gimmick to develop a larger airbag for the Airship when he realizes the current one is unable to carry the heavy load. The Trio settle on towing the Airship with the Subwater Boat instead, and wind up in a hurricane, where they meet a ship manned by Octopedes. Also learn more about Grubby's past is revieled, including how he came to live inRillonia, and how Captain Xelxa of the Octopede ship once saved his life. Also meet Xena (Octopede Princess?) appears, Xelxa's daughter, who appears to have the hots for Grubby. The storm whips up again, and the Octopede ship is damaged when it strikes a reef, forcing the group to head for the nearest shore. Jack wanders home to Eleanor's house, in a childlike state, then unexpectedly runs off. Meanwhile, LB gets kicked out of MAVO HQ when he tries to steal the Black Box to restore Jack's memory. LB makes his way to Eleanor's house, where the two of them decide that maybe they ought to look for Jack.

A spy notes the arrival of the Trio and Captain Xelxa's crew, and flies off to inform the Wizard of Ying, who sends his three henchmen named Fred, Fred, and Fred (Hi, I'm Larry, this is my brother Darrell...) to collect them for his zoo. Meanwhile, Teddy and Grubby set off in search for wood to repair the Octopedes' ship. Tweeg wanders to MAVO HQ, where he's filmed by Louie. Quellor has Tweeg sold to the Ying Zoo. LB returns to Tweeg's tower and sets off with the other bounders to sell the donuts Tweeg made while trying to make gold from buttermilk. He accidentally picks up a donut-shaped bracelet made of gold, which leads him to believe that Tweeg's formula has actually worked. Upon hearing this, Quellor sends out a party to retrieve Tweeg, intending to restore his mind long enough to get the formula. The Wizard of Grundo learns that his brother, the Wizard of Ying, is making a fortune, and orders Louie to pack up, intent on making money in Ying. Back at the shore, Gimmick and the Octopedes are captured, forcing Teddy and Grubby to take the Subwater Boat in pursuit.

Gimmick and the Octopedes are brought to the Ying Zoo and put on exhibit, along with Jack, who was picked up along the way. The Wizard of Grundo and Louie arrive in town and proceed to build an amusement park, right across from the zoo (alternately called "Wizardland" and "Wizard World" during the episode). This triggers fierce competition between the two as they try to attract each other's customers. LB returns to Eleanor's house, where Eleanor receives an advertisement in the mail for the Ying Zoo, featuring "The Troll-Grunge With No Brain". Eleanor and LB head for Ying. Back at MAVO HQ, the search party returns without Jack, which angers Quellor, who also gets an advertisement for the zoo. The Supreme Oppressor orders the Eclipse to be made ready. Meanwhile, Teddy and Grubby track Gimmick and the Octopedes to Quagmire, capitol of Ying, where Teddy loses Gimmick's flashlight, preventing he and Grubby from searching Quagmire undetected (courtesy the Third Crystal). Finally, the two of them disguise themselves using Ying flora, and make their way through town, when they see a billboard for the Ying Zoo, featuring the Octopedes, Gimmick, and Tweeg.

Gimmick is challenged by the Wizard of Ying to build an attraction that will lure the customers from his brother's amusement park (which is drawing even his employees now), and is given the Octopedes as laborers. The disguised Teddy and Grubby enter the Ying Zoo, attracting the attention of the Wizard, who has never seen creatures like them. He gives Teddy and Grubby a personal tour of the zoo, and points out a cage reserved for an Illiop, remarking that he once had an Illiop, but he escaped. The Wizard then tries to capture the disguised Teddy and Grubby. The two of them lose their disguises during the chase, and are finally captured, much to the Wizard's elation. Teddy is put in the Illiop cage.

Quellor lands at the Ying Zoo and demands that the Wizard release Jack into his custody. The Wizard does, and also provides Quellor with an electrical generator that allows the Supreme Oppressor to generate miniature lightning bolts. Jack's memory is restored, and he is coerced into reciting the recipe for turning buttermilk into gold. Meanwhile, Grubby is put to work on Gimmick's rollercoaster project, which now includes a mechanism that will allow everyone to escape. Teddy remains firmly locked in his cage, where he finds a carving on the floor that says "Teddy + Ilana". Teddy suddenly wonders whether the previous Illiop held at the zoo may have been his father. Grubby cooks up some root stew in the Airship (now a seafood restaurant!) and the Octopedes begin setting the other captives free while the Wizard is conveniently preoccupied by Quellor and the other guards are all at Wizardland. Grubby ties a strong rope to Teddy's cage, and is launched out of the zoo by Gimmick's modified rollercoaster. He then ties the rope to the Subwater Boat and begins trying to yank Teddy free. The Wizard finally realizes that his exhibits are getting away, and he, Quellor, and the MAVO henchmen race to the rollercoaster, but get stuck in a slick of root stew. Gimmick and Xerxa stay behind as the other Octopedes are launched out of the zoo. The rope finally rips Teddy's cage free and crashes into the generator to Quellor's new lightning projector, overloading it and shocking Quellor. Xerxa and Gimmick race to the Airship and head for the sky, while Jack escapes in the confusion. Grubby frees Teddy from the Illiop cage, as Eleanor and LB find Jack near the zoo. Jack pretends to still be mindless, and Eleanor and LB begin to haul him home.

Gimmick gets the idea to deflate the airbag of the Airship to use as a "land sail" to move the craft along the ground. Meanwhile, Grubby pretends he doesn't know it's Teddy's birthday while proclaiming that he never forgets anything. The Trio take the Airship to Mizzly Meadow, where Wooly, the Fobs, the Grunges, and Leota all just happen to show up, and a Grungeball game ensues. Teddy's team wins the game, and everyone finally wishes the Illiop a happy birthday. Meanwhile, MAVO attempts to make gold with the formula Jack gave them -- which Jack tells Eleanor and LB is a fake. Jack tries to make gold with the "real" recipe, and neither he nor MAVO are successful. Quellor declares that Jack will pay for his treachery.

The Wizard of Grundo returns home from Ying without having turned a profit. He concocts a scheme to hold a festival in honor of all the wizards in Grundo (he's the only one, natch) with races and prizes -- and admission fees. Word spreads throughout Grundo, and everyone begins forming teams, including the Tweegs. The stakes are raised when Jack goads Gimmick into a wager, the loser agreeing to leave Gimmick's Valley forever. The teams prepare, and converge for the competition. The Wizard of Grundo unveils a mystery prize for the winning team -- a giant box, which the Wizard tells Louie is empty at the moment. Regardless, the games begin, and Team Tweeg does everything possible to cheat -- but still loses.

Wizardweek enters its second day. Team Tweeg finds the other participants and sews their sleeping bags shut, before heading to the synchronized swimming competition. After much struggling, the others free themselves, only to find Team Tweeg receiving their medals for the first event. A water race and then an air race follows, and as expected, Team Tweeg tries to increase their odds with unsportsmanlike conduct at every turn.

Wizardweek enters its third day. The participants embark on the first half of a journey that will take them across most of Grundo, beginning at the Great Volcano and proceeding through the Great Desert, Woodley Bog, and Boggley Wood before camping for the night in Gimmick's Valley. The race gets underway, and the Trio take a sizeable lead. Into the Great Desert, however, Gimmick realizes that the Airship is a little low on coal, and so they stop near the Mudblup caves. Gimmick uses what he thinks is the Third Crystal on Grubby, in order to make him invisible so he can procure coal from the caves. However, Grubby starts talking in slo- mo instead of disappearing. The Trio conclude that the Fifth Crystal can accelerate or decelerate objects. The Third Crystal is put to use, and the Trio steal...er, fetch coal from the caves. Just after the Trio depart, Wooly finds the Trio's footprints and follows them into the caves, and everyone else save the Surf Grunges follows Wooly. Meanwhile, Quellor learns of Tweeg's participation in Wizardweek and sends Drudge, Sludge, and Trudge to collect him. The henchmen catch up with Tweeg on the edge of Woodley Bog, but LB convinces them that Tweeg has a fatal contagious disease and frightens the henchmen off. Quellor is not pleased. The participants rest for the night.

Wizardweek enters its final day. The teams resume the race, which takes the participants through the Jungle With No Name, over Trembly Fault, and on to the finish line. Prince Arin and Princess Aruzia take an early lead, and make a stopover at the Jungle Grunges' village for minor repairs just as Drudge, Sludge, and Trudge stumble upon the settlement. In a brilliant display of logic, Quellor's henchmen deduce that Tweeg must be hiding in the Grunge village since he's half Grunge, and proceed to trash the place. Arin and Aruzia decide they need a hit and go for the nearest supply of Grunge Gumbo with Vitamin Z (tm), transforming them into the Iron Warrior and the Aluminum Amazon, respectively. The two of them proceed to beat the shit out of Druge, Sludge, and Trudge until the Trio arrive and decide the two of them have been high as a kite for long enough, and throw water on the tripping Illipers to bring them down. Quellor's henchmen escape into the jungle, and in another stroke of genius (with a capital "J"), collect some slimy green goop to pass off as Tweeg's remains. The Trio win the Great Grundo Ground Race, and returns to the Jungle Grunges' village along with Arin and Aruzia. With the help of the Fifth Crystal, they repair the damage to the settlement in record time. The Wizard of Grundo arrives and presents the Trio with their prize -- a carousel with cars fashioned after the vehicles used in the race. A celebration ensues, and the Wizard and Louie ride off into the sunset. Back at MAVO, a celebration is also in progress, to celebrate the return of Quellor's henchmen with Tweeg's "remains".

Teddy and Grubby create Mudblup costumes in honor of Make Believe, an old Rillonian custom of wearing costumes on a particular fall day (nah, couldn't be anything like Halloween...). They make a costume for Gimmick as well, and the Trio traipse about the Valley attempting to scare people, but Wooly is the only one who falls for the disguises. The Trio explain the custom to Wooly,who dresses up as a giant flower, and the foursome go visit the Jungle Grunges, who are celebrating Make Believe as well. Meanwhile, Tweeg sees the headline "Hunt For Tweeg Ends" in the Grundo Gazette and misinterprets it as Quellor no longer being angry with him. Tweeg travels to MAVO HQ to bury the hatchet, only to have Quellor throw him in the dungeon, despite Tweeg's protests that he can deliver Teddy Ruxpin to MAVO. The Supreme Oppressor -- furious at the deceit concocted by Drudge,Sludge, and Trudge, and reminded of the need to capture the Illiop -- commands his henchmen to hunt down Teddy Ruxpin and bring him back, dead or alive. This angers the Understander of Legends, who reminds Quellor that MAVO needs Teddy taken alive if they are ever to recover the Crystals. When Quellor refuses to amend his orders, the Understander frees Tweeg from the dungeon, and the two of them set off to find Teddy before Quellor's henchmen do. The henchmen find Teddy first, but Grubby alerts the group and everyone scatters. The henchmen get captured by a patrol of real Mudblups, and the Trio trick Tweeg and the Understander into following the path the henchmen took, allowing the Trio to escape.

Mr. Beanly visits the Trio and delivers an invitation to a Logic Fair hosted by King Nogburt. Gimmick isn't sure what invention to take to the fair, and complains that none of his inventions ever work the way he intends them to, and becomes depressed. Grubby begins to whip up a batch of Root Beer for the Fair, when Tweeg poses as a soft drink magnate and cons Grubby out of the recipe. Gimmick unveils a larger airbag for the Airship, allowing them to take the Subwater Boat with them, but still isn't sure about his abilities. Meanwhile, Frank and Faye Fob head for the fair with their invention, a cart for pulling baby Fobs, when an earthquake hits, separating the parents on a spire. The Trio, now en route to the fair, hear the Fobs' cries for help and land near Trembly Fault to help. Gimmick rips apart the music-making machine he'd planned to enter in the fair, and uses the accordion inside it to create a makeshift bridge to rescue Frank and Faye. At the fair, Teddy and Grubby look over the other exhibits, while Gimmick and Eunice walk off together (to discuss biology, perhaps?). Grubby discovers to his horror that Tweeg is passing off Grubby's Root Beer as his own concoction, but Tweeg is goaded into shaking up his barrel of the beverage until it explodes, and the truth is revealed. Gimmick finally unveils his entry into the fair with new confidence (guess that "talk" with Eunice did him good) -- the Port-A-Bridge!

Mr. Beanly is sent out with another batch of invitations, this time for King Nogburt's Harvest Feast. Everyone is invited, but Beanly loses Wooly's invitation. Coincidentally, Wooly decides to invite all his friends to a feast of his own, but no one is home to receive his invitations. Back at the castle, Gimmick notes that Grundo has received above average rainfall this year -- yet King Nogburt's kingdom is suffering a drought. Tweeg rolls into town, and begins peddling a rainmaking machine as his latest scheme. Gimmick shows off the Subwater Boat to the King, and the two of them go for a dive, and get lost in a series of tunnels leading away from the castle moat. After the two of them have been gone too long, Teddy puts on his scuba suit and goes after them. Gimmick and the King stumble across a chamber with ancient controls for operating an aqueduct system, which amazingly enough has a Crystal slot in it! The Gutangs appear, and work to tighten down a series of valves to cut down the water supply still further, in order to weaken the kingdom in preparation for an invasion. Gimmick and the King are captured, but are frightened away when Teddy appears wearing his scuba gear. Gimmick uses the Fourth Crystal to activate the aqueduct mechanism and restore the water supply to normal, and the three of them return to the castle. The King's subjects lose interest in Tweeg's device when the water flow returns to normal. King Nogburt realizes that Wooly hasn't been invited, and the Trio, Eunice, and Aruzia take the Airship and bring back Wooly and his food, making for a bountiful banquet, which everyone is thankful for.

The Trio land at Wooly's in the middle of a bitter snowstorm, amid strange noises which Gimmick dismisses as being caused by the storm. Before long, however, practically everyone in the Valley winds up at Wooly's, scared of the legendary Giant Snowzos, despite Gimmick's insisting that they do not exist. Meanwhile, Tweeg gets the notion to try turning snowballs into Crystals using incantations from one of his spellbooks while the Bounders make a snowman. Tweeg has no success with making a Crystal, but when a big white creature appears unexpectedly, he thinks he made the snowman come to life. Back at Wooly's, Teddy and Wooly go outside to fetch firewood, and wind up leading the same white creature into the house. The creature turns out to be a Giant Snowzo, who looks and sounds very much like Wooly, and is just as friendly. The Snowzo explains that his kind are from the land beyond Ying,and only venture down to Grundo during the coldest storms. He also tells of a legend of a Snowzo who got lost in Grundo and never returned -- Wooly! The pieces all fall into place when Gimmick and the Fobs account for Wooly's purple color by way of his drinking colored water from Rainbow Falls. The Snowzo introduces everyone to his family, who announce that they must return home now that the storm is dying down. Wooly promises to visit them once the weather is warmer.

Winter has officially arrived in Grundo, and Teddy and Grubby decide to introduce the Rillonian custom of gift-giving to Gimmick's Valley. The Trio get gifts for each other and everyone in the valley to make ready for the holiday. Tweeg spies on the Trio, and seeing them working with flour and buttermilk leads him to conclude that LB has leaked his gold formula. Meanwhile, at MAVO HQ, Quellor sends Drudge, Sludge, and Trudge to bring Tweeg back. Tweeg throws the Bounders out of the tower just as Quellor's henchmen arrive and take him prisoner. The henchmen proceed to trash the tower in search of the gold formula. Tweeg asks LB for forgiveness and begs the Bounder to rescue him. The Trio set out in the airship to give gifts to the Fobs, Wooly, Leota, and the Grunges. While they're gone, the Bounders break in and start work on a plan. They head back to the tower with an effigy of Tweeg and swap it for the real thing while the henchmen sleep. The Trio return home to find the lights on, but nobody home. They open the gifts they got for each other, and are soon visited by all their friends, who come bearing gifts. The next morning, the henchmen take the dummy to Quellor, who is furious. He becomes even further enraged when he learns that the paper the gold formula was printed on was used as wrapping paper and is now torn to pieces. Back at the tower, Tweeg and the Bounders exchange gifts, too.

Teddy realizes that there's just one person that he forgot to deliver a gift to: The Hermit of Leekee Lake. Gimmick and Grubby offer to go with, but Teddy insists that this is a journey he must make on his own, and he heads out into the driving snow. At Tweeg's tower, the Bounders go on strike for the four years' worth of back pay owed to them. When Jack tells the Bounders that his mother is his only source of income, LB reluctantly offers (to the dismay of Buffy, his girlfriend) to go to Eleanor's to beg for an advance on Jack's allowance in order to pay him and the other Bounders, and also heads out into the snowstorm. At MAVO HQ, Quellor gives his henchmen an ultimatum: bring back Tweeg, or be victims of his Black Box. The Understander of Legends approaches Quellor,and claims that the more important task is capturing Teddy and the Crystals, but the Supreme Oppressor brushes her off. This leads the Understander to call on Drudge, Sludge, and Trudge to help her overthrow Quellor. Meanwhile, Teddy gets as far as Mizzly Meadow, when an elderly Elf couple, Maple and Zeb, offer him shelter from the blizzard as it worsens. LB finds Teddy's tracks, and follows them for a time. He steps out onto the ice- covered river that flows through the meadow, which cracks. LB plunges into the river, and contemplates death when he cannot climb out of the water. However, Teddy hears what LB intends as his last words, and pulls the Bounder from the icy waters and resuscitates him. Back at MAVO HQ, Quellor is lured into an ambush, and is knocked unconscious by Trudge. The Understander declares herself the new Supreme Oppressor, and has Quellor thrown into the dungeon. She declares that from this moment forth, all of MAVO's resources shall be devoted to capturing Teddy Ruxpin.

Eleanor and the Understander complete their takeover by throwing Ickly into the dungeon. Eleanor is sworn in as Understander of the Legends. The pair then instruct Ms. Maggotheart to take the Eclipse and scour Grundo for Teddy. LB heads back to Tweeg's tower while Teddy heads on toward Leekee Lake,only to be chased by a group of MAVO goons. One of them heaves a boulder through the ice of the Lake, and Teddy jumps into the water to escape. He catches up with the Hermit, and suggests that it might be safer for both of them at Gimmick's house. The Eclipse lands at Gimmick's, and Ms. Maggotheart puts Grubby and Gimmick under house arrest when they refuse to divulge Teddy's whereabouts. Teddy and the Hermit journey as far as Maple and Zeb's, and as the night wears on, Teddy sings a lullabye and is shocked when the Hermit knows the words. He looks incredulously at the Hermit, saying the song was one his father had made up when he was little...

Teddy and the Hermit make their way to Gimmick's house. Teddy is eager to get there, but the Hermit advises caution. Upon examination, they realize that Gimmick's house is guarded. The two of them bump into Fuzz, who is also on his way to Gimmick's. Teddy gives the Fob a message for Grubby and Gimmick, and Fuzz proceeds on to the house. Once the guard at the front door has fallen asleep, Grubby and Gimmick sneak out, but are seen by a second guard, who alerts the MAVO camp near Tweeg's tower. Teddy and the Hermit meet up with Gimmick and Grubby at Wooly's house, the MAVO tracker right behind them. Inside the house, the Hermit tells what little there is of his story, prompting Gimmick to use the Crystal stethoscope on him -- which returns nothing. Gimmick concludes that the Hermit has been a victim of the Black Box, and postulates that he may have been sold to the Ying Zoo at some point. Teddy remembers the names in the cage, and the pieces begin to fall into place in his mind. The fire begins to wane, and so the Hermit volunteers to fetch more wood. He steps outside, only to be spotted by Maggotheart's crew, who mistake him for Teddy and capture him. Teddy looks outside to check on the Hermit, and sees signs of scuffle in the snow and the Eclipse flying away. Wooly and the Trio take the Airship in pursuit. At MAVO HQ, the Understander discovers that they have the wrong Illiop, and she and Eleanor set a trap... Louie delivers the latest issue of the Grundo Gazette to the Trio and Wooly, which includes an article on the Hermit being held in the MAVO dungeon. Teddy is horrified, and his resolve hardens. The Airship lands outside MAVO HQ, and Teddy announces that he's going on alone. He takes the Third Crystal and makes himself invisible, and sneaks inside. Teddy opens the Hermit's cell and makes himself visible, saying that everything will be fine... The Hermit pulls back his cloak, and reveals himself to be Sludge! Teddy recoils in horror, and tries to make himself invisible again, but the Understander grabs the Third Crystal and the Crystal belt, and locks Teddy in the cell. Meanwhile, Eleanor chains the real Hermit up in her kitchen, while Gimmick, Grubby, and Wooly wait for Teddy in the Airship...

Quellor plots his escape from the MAVO dungeon, and sends his pet bats to bring him the means of breaking out. The Understander places the six Crystals in the ceiling of MAVO HQ, and is baffled when nothing happens. LB tells Jack that he knows where the Black Box is, and fetches it from the Throne Room. When the other monsters and villains see LB with the Black Box, they declare him to be the new Supreme Oppressor. Back at the Airship, Gimmick, Grubby, and Wooly start to worry about Teddy. Meanwhile, the Understander realizes that a seventh receptacle exists in the center of the ceiling, and concludes that it must be for the Crystal in the Black Box. Quellor's bats return with rope and a Giant Droolbeast, who is coerced into ripping a hole in the side of the dungeon -- freeing Ickly instead. LB has Teddy brought before him for judgement -- and has him set free in repayment for saving his life. The Understander creates a distraction and steals the Seventh Crystal from the Black Box. She fits it into place, and all seven Crystals begin to glow. A beam of light shoots from MAVO HQ to the sky, and darkness falls over Grundo. A storm whips up as plants and trees begin to wither... Quellor's strength grows as the winds blow, and he breaks out of his cell and makes a run for a nearby cave to elude the guards. Meanwhile, Teddy seeks shelter from the storm in the same cave. Quellor attacks Teddy, but gets caught in a rockfall. Teddy makes a run for it. Back at the Airship, Grubby and Gimmick begin to bicker and Wooly decides to take a nap rather than search for Teddy as the effects of the Crystals begin tomanifest themselves.

Teddy fights his way through the storm, where he meets a group of Fobs who taunt him mercilessly. At the Airship, everyone is similarly effected: Gimmick becomes increasingly pompous and egotistical as he makes minor tweaks to his inventions; Grubby stuffs his face and makes mean-spirited remarks;even Wooly acts like he's got PMS. Teddy finally reaches the Airship, to discover that no one really gives a rat's ass about what's happened to him. Meanwhile, at MAVO HQ, LB plans a costume party to celebrate the spread of evil across the land. Teddy finally convinces Gimmick and Wooly to go along with his plan to retrieve the crystals, and Wooly leaves to enlist the help of Leota and the Woodsprites. Eleanor leaves for the party, instructing Sparky (her pet) to watch the Hermit (who is still chained up in her kitchen). Sparky decides to follow Eleanor to the party instead, and the Hermit knocks over a pot of rather potent goulash, which eats through the chain holding him to the wall. He leaves for MAVO HQ as well, to try to find Teddy. Speaking of MAVO HQ, the party there gets underway and LB sings a love song to Buffy as Gimmick and Teddy cover the windows of the structure. Wooly,Leota, and the Woodsprites arrive, but get pissed off and leave right away. Gimmick complains that Teddy's plan won't work without the Woodsprites. Teddy, obviously ready to tell Gimmick what he can go do with his screwdrivers, gets fed up and marches into the party, pretending to be in costume. He takes center stage and proclaims: "Hi! My name is Teddy Ruxpin. Can you and I be friends?" This causes everyone to rush the platform, and a mosh party ensues. Teddy introduces one of the attackers to a support column, which knocks one of the crystals loose from the ceiling. Teddy nabs it and makes a run for the exit as the sky clears over Grundo, restoring things to normal. Gimmick, Grubby, and Wooly begin making noise to fool the partygoers into thinking the storm is still raging, while Leota and the Woodsprites sneak inside the building to get the other Crystals. Quellor fetches the Black Box and storms into the party, and begins kicking ass -- literally -- by booting LB through a window. Sunlight comes pouring into MAVO HQ, and everyone realizes that the party's over.

Tweeg receives the latest copy of the Grundo Gazette, which reports to his horror that both he and LB are wanted by MAVO -- dead or alive -- and that he is being hunted by MAVO agents. This prompts Tweeg to plot to build a Black Box of his own. He sends LB to steal one of Teddy's Crystals, but LB is more interested in spending time with Buffy. LB goes to Gimmick's House, and winds up visiting with Teddy. LB mentions Tweeg's latest scheme in conversation, along with how Tweeg's memory was restored by putting the Seventh Crystal in the Black Box backwards. LB returns to Tweeg's tower, and bumps into Buffy, who is wearing a large rhinestone. LB gives it to Tweeg as a Crystal. Meanwhile, Teddy convinces Gimmick build a mockup of the Black Box as well (what a coinkydink!). Gimmick points it at the Hermit, and pushes the button... Everything slowly begins coming back to him... He recounts his life years ago as trader and explorer in Rillonia, and how he had a wife,Ilana, and a baby son... Teddy! He goes on to explain how he crossed the sea to Grundo, only to be picked up by MAVO and interrogated about the whereabouts of the Crystals, of which he had no knowledge. This led Quellor to erase his memory and sell him to the Ying Zoo, until he had the opportunity to escape, and then settle on the island in the middle of Leekee Lake. Meanwhile, Tweeg fears the worst when there's a knock on his door -- which turns out to be his own long-lost father, Elroy! He invites Jack to come to take over the family tradition of gnarly surfing. Jack isn't enthused at first, but warms up to the idea when LB plants the suggestion that it might let him evade the MAVO mercenaries. Back at Gimmick's house, Teddy and his father (whose name is Burl) talk more of the 10 years that have passed, and Teddy suggests that it's time for them to go home, to Rillonia.

Elroy, Jack, LB, and Buffy arrive at Ben's Beach. Elroy begins teaching his son how to surf, and LB and Buffy walk along the beach and talk. Meanwhile, Teddy is eager to go home, and despite rather strong winds, the Trio and Burl take the Airship out to sea, where the winds get progressively worse. The Airship is tossed and turned, and they suddenly see the reason for the strong winds as a typhoon comes at them. They make it through the storm, and Burl announces that they have reached the island of Rillonia. At long last, the Airship lands outside the Ruxpin house. Teddy and Burl find the house empty, and become concerned, until Digger, a childhood friend of Teddy's, comes to the house and explains that Ilana is in the nearby village, preparing to dedicate a statue in memorial to her long lost husband. Teddy, Grubby, and Digger head for the village, while Burl pulls Gimmick aside and asks him for help with an idea he has. Back at the beach, Jack starts to get the hang of surfing and begins enjoying himself. At the village, Teddy is reunited with his mother, and the ceremony begins. Ilana unveils the statue, which looks remarkably lifelike, and of course, really is Burl. Ilana and Burl embrace as the crowd cheers. The Ruxpins walk off together to catch up on old times, and invite Grubby and Gimmick to stay the night.

The Ruxpin house is awakened when Illiops from the village come to visit, bringing breakfast for everyone with them. They explain that the whole village is headed for the beach for a big-ass party in honor of the returned Ruxpins. The group heads for the beach, and much merriment ensues. Meanwhile, at Ben's Beach, Jack and LB say their goodbyes and part company as father and son head out to sea on sailboards. Back in Rillonia, Xelxa's ship sails in (guess word travels fast when you're having a beach party...) and they bring a special surprise with them -- Grubby's family! Back at Ben's Beach, LB proposes to Buffy, and she says yes. Elroy shows Jack where he's lived since he left Eleanor years ago -- a shack just off the Rillonian shore. However, Jack sees that his father has collected a small fortune in gold from his days on the surfing circuit, and his old self takes over. Elroy catches him trying to steal it, and Jack breaks down. He apologizes, and walks away, ashamed. Elroy stops Jack on the beach and gives him a box he believes to be filled with seashells. They hug, and Jack launches his sailboard into the sea, not knowing what else to do. He wipes out and beaches not far from where the Illiops are partying down, and sees Gimmick demonstrating the powers of the Crystals. Jack's greed again gets the better of him, and he begins to scheme anew...

Gimmick sets out to learn the unique properties of the Sixth Crystal. Teddy and Grubby show the Crystal Book to Ilana, who thinks she's seen the strange lettering somewhere before. Meanwhile, Buffy and LB and their mothers discuss wedding plans. Back in Rillonia, after removing stacks of dishes from a china cabinet, Ilana produces a tray with a window made of crystal and lettering like that of the book. Teddy places the tray over the book, and the letters become readable! The book is revealed as a historical record written generations ago by an Illiper scribe. Grubby spills some orange juice on the Sixth Crystal as Teddy reads fromthe book, and the Crystal begins to float out the window. Jack (who has been eavesdropping) grabs the Crystal, and to his surprise, it pulls him up into the air! He cries out, and the Trio take to the Airship to give chase. The Crystal carries Jack over the water, the Trio right behind. Back in Grundo, everyone has gathered on the beach near Bounder Pass for the wedding. Jack drops in -- literally, and gives LB the seashell box as a wedding gift. The Trio retrieve the Crystal, and the ceremony begins. Buffy and LB exchange rings, and then proceed to open their presents. LB is astounded when he opens Jack's gift and finds it to be full ofgold! Jack is even more baffled, and immediately demands that LB return the gold. Louie flies LB and Buffy into the sunset for their honeymoon, and on the Rillonian shore, Elroy admires a seashell necklace and says he hopes his son appreciates his pulling "the ol' switcharoo" on him.

Buffy and LB arrive in Ying for their honeymoon, and Tweeg returns to his tower, baffled by the gold in the seashell box. Back in Rillonia, Grubby's family pays a visit to the Ruxpins, and Teddy reads from the Crystal Book. The book tells of how the Illipers went to the Hard To Find City for help when a drought struck, and how they came to know "The Kind Ones" and their Seven Crystals, who constructed aqueducts to bring water to the Illiper realm and developed underwater farming techniques. This leads the Trio to tell the tale of how they came to poses the Crystals and what their powers are. Teddy idly wonders whether Quellor has realized that he no longer possesses the Seventh Crystal, unaware that Quellor has already dispatched his pet bats to collect it. Teddy reads the last pages of the book, which goes on to describe the theft of the Seventh Crystal, the Gutang attack and the fall of the Hard To Find City and its Illiop civilization. The book tells how the Illiop leader, Theodore the Wise, took half of a medallion and led a group of refugees south, while others fled to the north. Everyone is so caught up in the story that they don't see one of Quellor's bats enter the house and fly away with the Seventh Crystal. Back at Tweeg's tower, Buffy and LB return from their honeymoon to find their boss on the verge of a nervous breakdown and Mrs. Maggotheart demanding Tweeg pay his MAVO dues. LB decides to be generous, and pays off Tweeg's dues with a portion of the gold from the seashell box. Back at the Ruxpin house, the Trio pack up, seemingly unaware that they no longer poses the Seventh Crystal, and take to the air for destinations unknown. And at MAVO HQ, Quellor reinstalls the Crystal in the Black Box and usesit to demonstrate another of the Seventh Crystal's powers -- the ability to record what it sees. The Crystal projects an image of Teddy, swearing to protect the Crystals for the rest of his life, and Quellor reaffirms his intent to take the Crystals from him...