Mouse Fitzgerald is hired for a job by Shark. His first task is to transport a Rectangular Businessman to an important meeting, but Fitz instead takes him to a porno set and then blows up the building. After robbing a bank, Fitz and his friend Skillet buy large amounts of alcohol and cause mayhem all over town. Fitz then returns to Shark who reviews his failed assignment. After discovering Shark is bulletproof (by shooting him) Fitz decides to take Shark's next job.

Rectangular Businessman executes Rhoda by telepathically slicing his head in half, revealing a fire-breathing snake inside. Fitz takes down The New Guy with a rocket-powered skateboard and helps Skillet and the rest escape the shack. Skillet discovers an invitation to a fancy party Shark is holding, and Fitz decides to crash it. Shark and Rectangular Businessman get fed up with the Eye and decide to punish him. Rectangular Businessman makes Pronto enter Fitz's house to free the Hand from his icebox. The Hand subsequently cuts off the Eye's leg with a pair of shears. At the party, Fitz is sucked into a passageway behind a bookshelf. As Skillet is shot with a dart and Eye collapses in a puddle of blood, Shark watches from his control room and laughs evilly.

An alternate version of "Spider" with several scenes shortened and Skillet's drum solo added in. Rhoda and Shark's conversation is cut down, thus removing Golden Joe's appearance, Mosquitor's letter was cut down and the dripping blood was removed, and Shark's conversation with Fitz about the record is shortened to "Don't look under your bed." These cuts made room for an extended drum solo which went on for about three and half minutes.

After being attacked by Pronto, the Hand crawls into Producer Man's brain and controls his body from the inside. Shark and Rectangular Businessman load up a big gun and drive to the gas station that Fitz and Skillet previously set on fire. Rectangular Businessman mentions to Shark that the townspeople have lost their "program" and are going "out of their minds." Shark shoots one of them. Fitz, Skillet and Liquor use intravenous injections of meat to get to sleep, and Liquor is haunted by a strange dream, in which he's standing in a graveyard. Man/Woman is admiring a flower on a strange empty plain when Shark's face appears in the moon and speaks to her, then a snake slithers toward her and breathes fire into the air. Golden Joe shows Peanut Cop an unusual photo of the two Eyes, in which one of them appears to have grown a strange purple limb in place of a leg. Peanut Cop tells him that "the code is replicating itself in a bad way", and that "it's almost over." Liquor awakes, and Producer Man takes the elevator up to the 750th floor of the tower where Fitz, Skillet, Liquor, the Green-Sweatered Woman, and Shark's burning bug await him as Liquor commands everyone on the 750th floor to "all weapons cock."

Fitz has dreams about talking to Shark regarding other dreams in his office. He describes the dreams to Shark as being "about the end, with fragments of the beginning." Shark tells Fitz that they're "running out of time" and offers him a bottle of "Asprind" pills from Asprindland. Fitz wakes up, but Liquor promptly knocks him unconscious again. Fitz then dreams about talking to Roostre at his corndog farm. The two of them discuss Q109, "xenomorphinetation", a report chart, robots they built, and synthetic carbopolymers that "got them through." Fitz awakens and climbs the giant clothes closet to find a gold locket which resembles the Animal Chain that Pronto stole. Meanwhile, Pronto goes to a graveyard, where he gives the Animal Chain to an eight-armed beast named Amalockh. Amalockh grows enormous and begins destroying the city. Liquor tells Fitz the beast's name and that he's there to kill them all. Fitz resolves to "kill him back."

After traveling up the elevator to the 750th floor of the tower, Producer Man reaches Fitz, Skillet, and Liquor. Liquor x-rays his head to discover that the Hand is inside, translates the beeping sounds he is making, and claims that the Hand "wants to get back to his arm and kill the person that separated him." Liquor tells Fitz that the key he found is "the key to imagination" which they'll need the next day. Meanwhile, Shark kidnaps Golden Joe and the New Guy, stitches Golden Joe's mouth shut and brings them to his video monitoring room, where the Eye is shackled to a pipe. Rectangular Businessman delivers "Shark's Great Movie" to Fitz, in which Shark tells him, "You're just information. That's what we keep inside our heads." Fitz places a bone on Liquor's head, giving an easy target for the Cyber-Green-Sweatered-Woman if he doesn't comply, and makes him lead the way through the burning city. Shark explodes much of the city, including Fitz's jet car, the liquor store, Rhoda's bar, the Eye's island, and New Guy's home, after which he devours the New Guy. In the graveyard, Amalockh eats Pronto and begins performing the "breakdance of death." Shark watches this on his video monitor, and furiously demands that Rectangular Businessman bring him every "hovervac" and "tie-bot." Liquor leads Fitz to the sewer system that Roostre previously entered, while hundreds of hovervacs and tie-bots awaken elsewhere. The Shadowy Figure drives his shadowy van up to Peanut Cop who is standing on a street, setting things on fire. Peanut Cop asks for help, and the Shadowy Figure shoots him with an extra-strength dart.

Fitz, Skillet, Liquor, Cyber-Green-Sweatered-Woman and Producer Man descend the sewer system's ladder to reach Roostre, as Fitz worries about his friends in the burning city above. Liquor explains to him that they've probably all been eaten by now, stating that "it" reads "...and the shark shall eat every creature that is friends of the green one." As Liquor, Roostre, and Fitz are talking, Liquor states that the language is "giving out" and the three of them begin speaking in jumbled, nonsensical sentences. Peanut Cop flies out of the Shadowy Figure's van onto the street when it comes to a stop, and he too begins speaking in jumbled phrases. Shark soon reveals that gas is being pumped into the city which causes an inability to communicate. The Eye and Shark discuss the fact that time in the city is frozen at 2:22, and that the Eye was waiting for his dad to pick him up at school when it froze. The Clock tells Shark that it has run out of the gas. The hovervacs and tie-bots wreak havoc on the city, killing people and destroying vehicles, buildings, dolls and other property. Peanut Cop enters the Tempus Putkhe Clock Shop while Amalockh spits out Pronto's burning remains and plucks a flower from the ground in the graveyard. Shark watches Amalockh on his video monitor, and states that "if that flower reaches the right person we're all dead, and that will be a great disappointment to me and all that me has become." Fitz, Skillet, and Cyber-Green-Sweatered Woman fight off the hovervacs and tie-bots until they reach the safety of the Clock Shop's back room. Inside, Peanut Cop hands Fitz a mask, which allows them to breathe "anti-anti-language gas" which Peanut Cop claims he made from propane. As the tie-bots attempt to break into the room, Peanut Cop throws a functional clock out the door, causing several tie-bots to explode. A hovervac quickly smashes the clock, and the tie-bots proceed to break down the door. However, Fitz, Skillet, Cyber-Green-Sweatered-Woman, and Peanut Cop have escaped through an air vent in the ceiling by the time they enter. Meanwhile, in the sewer system, Liquor karate chops off Roostre's hook and replaces it with The Hand so that he can activate Corn-Droid. Corn-Droid comes to life and unveils a plethora of guns which extend from a hole in its stomach.

Note: This episode originally aired on Adult Swim Video with an unfinished mono audio mix, including missing sound effects and no reverb on Golden Joe's voice.

Note: A secret message is at the end of the credits that reads:

14 32 21 37 28 54

30 19 45 29 20 45
31 54 18 21 19 16
54 28 35 19 28 32

54 45 21 14 39+49

Fitz, Skillet, Cyber-Green-Sweatered-Woman, and Peanut Cop travel through the ventilation shaft and shoot several tie-bots inside. Peanut Cop throws a grenade and blasts his fireman's helmet off. Fitz, Skillet, and Cyber-Green-Sweatered-Woman burst out the end of the ventilation shaft, which opens into Shark's observation room. Together, they de-shackle the Eye, destroy the evil Eye, shoot Shark into bloody pieces, and set Golden Joe free. After hearing some faint music emanating from Shark's remains, Fitz digs inside of them and pulls out the New Guy, who has been partially digested. Fitz pulls a lever on Shark's video monitoring console, which opens a room containing a metal-plated, shark-shaped aircraft. The Eye says that he's afraid of flying, so he decides to walk to the river and carry the New Guy on top of him.

Somewhere outside the burning city, Rectangular Businessman makes his bank/home appear by simply speaking the word "appear." Inside, he converses with the Shadowy Figure, telling it that "the clock shop was sealed off when this began," "Shark was just a pawn," "the 'aspirind' farms are near harvest," "Mouse has done everything exactly as predicted," and "Amalockh brings the darkness", among other things. The Shadowy Figure begins glowing, possibly in an attempt to reveal its "true form", but Rectangular Businessman transforms the Shadowy Figure into dark water and traps him in a jar. Rectangular Businessman then puts his home into "ship mode" and flies away.

Meanwhile, Corn-Droid flies throughout the city, destroying hovervacs with ease. In the sewer system, Liquor discovers Roostre's eyeless, unconscious body, and Muff, a floating orb that glows blue. Muff inquires where Fitz is, and tells Liquor that the aspirind fields must be destroyed. Muff says they'll meet at the river, but they'll need Fitz. Liquor decides to follow the Corn-Droid. As Fitz steers the shark-shaped aircraft, Peanut Cop reveals that the hovervacs harvest aspirind, that it's "what they're protecting," and that fields of it are everywhere. Below, several tie-bots blow open a street, uncovering massive amounts of aspirind, which the hovervacs quickly suck into their arm-like appendages. In the shark-shaped aircraft, Skillet mans the gun turret and fights off several tie-bots before the aircraft is shot down by Rectangular Businessman, still flying his airship. Liquor watches as the shark-shaped aircraft crashes into a building before screeching to a halt on a city street. After exiting the burning wreckage, Fitz clutches Skillet's helmet and goggles, as he, Peanut Cop, and Golden Joe lament the loss of their friend, who is nowhere to be found. Meanwhile, Rectangular Businessman's ship is destroyed by the now gigantic Amalockh, sending the jar of water in which the Shadowy Figure is trapped flying out into the flames of the city.

Fitz drops Skillet's helmet and goggles on the ground and wanders into the burning diner, where he walks up to a red-glowing pinball machine and starts playing. The pinball machine's bumpers are covered in cryptic red symbols. Soon, a pink cloud with orbiting musical notes descends from the sky outside and flashes brightly, causing the wrecked diner to return to pristine condition. The pink cloud says that her name is Archeus, after which Fitz tells her he can't read the symbols on the pinball machine. Archeus tells him he'd be able to read them, if he gives up the fight for "everything." Fitz says that she doesn't make sense, and Archeus responds "No one understands this." She tells him that his wife and child are alive, but they need his help and warns, "Don't believe what you haven't been shown." She tells him that "the square guy can afford technology to away the mind." Archeus insists that Fitz look to her, but Fitz tells her to leave. She says "Skillet needs you--" Then a tiny ball containing Skillet's image rises out of the pinball machine and floats in the air.

Hurtling past planets and stars, the 'camera' zooms in on Earth, and into a forest in Georgia. Within the forest, on a tiny particle in the cap of mushroom, we are shown a four-story, weapon-guarded building. Within, a purple man and a pink man, both wearing glasses and business suits, converse over an unconscious Fitz. Fitz's head is shown to be attached to a giant orange machine, through which he is breathing. The purple man, who speaks in Shark's voice, asks the pink man, who speaks in Rectangular Businessman's voice, if he's prepared for the possibility that Fitz may awaken. They mention how they – as Shark and Rectangular Businessman – have been killed. The pink man tells the purple man that "money solves everything." The purple man says "that's great, but the rodent is still alive", referring to a liquid-filled tube in which Skillet floats. A man who speaks in the voice of the Eye is attached to another giant machine, with each of his eyes individually connected to the machine by tubes. The pink man tells the nurse (who speaks in the voice of Green-Sweatered-Woman) to give the mouse 1200 CC's of "steribolium." The nurse says that will kill him, but the pink man insists on her carrying out his orders. The pink man notes to the purple man that "she's there," referring to Archeus. The purple man says that's impossible because "we blew up the whole ship with my cool bombs." The pink man responds, "you can destroy the flesh, but you cannot destroy the faith." The purple man rants that he won't be taken down by religion, while the pink man says his god is his money. "I will not be responsible for an entire nation," the purple man states. "I can't, legally." The pink man says that the power of Archeus is drawing Fitz out. In another room, the nurse draws a gun and talks to a blue man, who speaks in the voice of Peanut Cop, telling him "Archeus lives in the stream." After this, the two of them shoot and kill the purple man. The pink man stops a bullet with his telekinetic powers, but the blue man appears behind him and shoots him in the back of the head. The nurse then turns to the blue man saying, "contact the new angel and tell her to come for us. Tell her it's time."

After this, we see the Clock on the wall of the diner, as its minute hand moves to 2:23. Peanut Cop and Golden Joe are standing over Fitz, who has just woken up, asking him to go get a sandwich. After realizing that the time has changed, Fitz is surprised by Skillet, who jumps through the diner window and lands on top of him. Everyone walks outside, and Archeus departs, saying, "Believe in it, Fitz. We believe in you." Fitz tells Archeus, "I will." Golden Joe is confused by what Fitz said, and he and Peanut Cop say that they thought "this was finished." Fitz says he did too, "but I guess we're not." Fitz, Skillet, Golden Joe, and Peanut Cop walk down the street of the now-restored town, and above them the sun sets in a real sky. Elsewhere, after the credits, a glass jar falls out of the sky and breaks on the street. The Shadowy Figure emerges from it in liquid form, and hops away.

Note: Credits weren't shown when the episode was originally aired. Credits were added to the next replay. A secret message is at the end of the credits that reads: Skillet Eats Extra Yummy Otter Uvula Over Nutmeg Tossed Huevos Especial With Every Breakfast.

Mouse, Skillet, Golden Joe and Peanut Cop trek through the desert after leaving the city behind. However, Golden Joe is carried away by a bird and Peanut Cop later vanishes in a flash of light. Now alone in the desert, Fitz and Skillet live in a house made of sand and their own spit. They get into a gunfight with a strange, gun-toting woman named Lee. After the woman mentions something about Square Guy and finding the new angel (or "new age-el") Fitz decides to trust her and invites her into his house. Lee gives Fitz a gift: a silver bullet which she warns is the only thing that can kill her when she turns into the She-Wolf. After the credits, a gunshot is heard, and Lee (as the She-Wolf) appears snarling in front of the screen.

A student named Francis interviews the inhabitants of Cardboard City for his school newspaper.