Mike, Servo, and Gypsy return to the SOL to find the year is now 2525, Crow has been there alone for a VERY long time, and the earth is being ruled by apes. Following orders from their Lawgiver, the apes force the crew to watch a mutant fish-man escape from captivity at a Florida aquarium in "Revenge of the Creature" (1955).

In the theater, the crew watches a sordid tale about the fountain of youth and a woman who wishes to be younger in "Leech Woman" (1960).

Meanwhile, on the SOL, Crow rids the SOL of a prairie dog problem, the Nanites go on strike, Servo and Crow attack Mike to extract eternal youth from him, Servo demands that Crow and Mike play "Beverly Hillbillies."

On Earth, Mike convinces the apes to revert to their monkey nature, which causes Pearl to get upset.

In the theater, the crew watches an archeological encounter an underground civilization in "The Mole People" (1956).

Meanwhile, on the SOL, Crow tries to enslave Gypsy, Mike, and Servo, and later conducts an archaeological dig through the SOL.

On Earth, Pearl demands a parade in her honor.

In the theater, the crew watches as a praying mantis is exposed to atomic radiation and attacks the North Pole in "The Deadly Mantis" (1957).

Meanwhile, on Earth, Pearl, Bobo, and Dr. Peanut accidentally (with help from Mike) detonate a bomb that destroys the planet. The crew holds a memorial service for Pearl only for her to call them and vow to hunt them down across space.

The SOL is pulled into orbit over a strange planet of the Observers. The Observers insist on observing the crew watch "The Thing That Couldn't Die" (1958) where the decapitated head of a dead Spaniard curses a household of farmers and leads to senseless deaths. On the SOL, an Observer appears, but Mike and the bots are annoyed to the point that they throw him off the ship.

In the theater, the crew watches as a hypnotist sends a woman from the present back into the distant past in "The Undead" (1957).

Meanwhile, on the SOL, Servo's invitation to join the Observers doesn't go well.

In the theater, the crew watches a scientist use a time machine to bring back a creature from the year 5000. On the SOL, the crew samples some of the Observers' food, Crow goes back in time to visit Mike's family, and Mike summons the Terror from the Year 5000 to be Crow's blind date.

In the theater, the crew watches as a hypnotist's beautiful assistant is transformed into a primeval creature and sent out on a killing spree in "The She-Creature" (1956).

Meanwhile, on the SOL, Mike creeps everyone out with his custom Tickle-Me-Carlo-Lombari doll.

In the theater, the crew watches a teenager becomes a werewolf in "I Was a Teenage Werewolf" (1956).

Meanwhile, on the SOL, Servo declines the position of SOL commander, Pearl leaves the SOL functioning only on battery power, the crew deals with the aliens attacking the ship, and Crow opens a breakfast place.

In the theater, the crew watches as hillbillies and scientists join forces to protect their town from a giant alien spider in "The Giant Spider Invasion" (1975).

Meanwhile, on the SOL, Mike and the bots fight off an infestation of mind-controlling alien pods.

In the theater, the crew watches as a young man discovers he and his friends only exist to be harvested for their 'spare parts' in "Parts: The Clonus Horror" (1979).

Meanwhile, Pearl, Professor Bobo, and Brain Guy find themselves reluctantly babysitting a trio of all-powerful Space Children.

In the theater, the crew watches as a carnival fortune teller turns men into mindless zombies to go out and kill for her in "The Incredibly Strange Creatures Who Stopped Living and Became Mixed-Up Zombies" (1964).

Meanwhile, on the SOL, Mike gets a new hairstyle from Shelli the Nanite.

In the theater, the crew watches as a young man attempts to break a curse, and a young woman works for her wicked stepmother in "Jack Frost" (1965).

Meanwhile, on the SOL, Russian-American comic Yakov Smirnoff visits via the Hexfield Viewscreen.

In the theater, the crew watches a movie about a secret government agent in "Riding with Death" (1976).

Meanwhile, on the SOL, Mike tries cooking, Servo does a tribute to the seventies (the 70s AD, not the 1970s), Servo becomes a trucker, and the Crew tries to inject characters into a movie.

On the Camping Planet, evil robots attack Pearl, Bobo, and Brain Guy.

In the theater, the crew watches as a secret agent is charged to protect a scientist who has created a really dumb biological weapon in "Agent for H.A.R.M." (1966).

Meanwhile, Mike is summoned to court over his planet destroying spree. Pearl is the prosecutor, Bobo is the defense attorney, and Servo and Crow's testimony does not seem to help Mike.

In the theater, the crew watches as an alien superhero defends the earth from an invasion lead by the Phantom of Krankor in "Prince of Space" (1962).

Meanwhile, on the SOL, Krankor pays a visit.

In the theater, the crew watches as mutant sea-creatures wreak havoc on local teens in "The Horror of Party Beach" (1964).

Meanwhile, on the SOL, Servo irritates Mike with an updated to-the-second newspaper.

In the theater, the crew watches as a ventriloquist traps a human soul inside his dummy in "Devil Doll" (1964).

Meanwhile, on the SOL, Mike thinks that the demon called Pitch is a bad influence on Crow.

In the theater, the crew watches as the cosmic hero, Space Chief, defends the Earth from a Neptunian invasion in "Invasion of the Neptune Men" (1961).

Meanwhile, on the SOL, a discussion of Noh Theater sparks a wacky conversation a la Abbott and Costello.

In the theater, the crew watches as a beefcake space pilot attempts to stop a mutiny on a ship with a giant boiler room in "Space Mutiny" (1988).

Meanwhile, on the SOL, Crow is pretty sure he is a Bellerian.

In the theater, the crew watches as a physics teacher turns his light plane into a time machine and travels to the future to stop his future self from destroying the world in "Time Chasers" (1994).

Meanwhile, on the SOL, Crow messes with the timeline when he goes into the past.

In the theater, the crew watches as a man living in a dystopian future unwittingly starts a revolution in "Overdrawn at the Memory Bank" (1983).

Meanwhile, the Mads are hosting a pledge drive for Pearl.

This episode features the song "Loving Lovers Love."

In the theater, the crew watches a scientist is turned into a monster when his matter transference beam malfunctions in "The Projected Man" (1966).

Meanwhile, on Earth, Pearl, Bobo, and Brain Guy find an old castle which turns out to be Pearl's ancestral home.

In the theater, the crew watches as an astronaut is captured by the tiny alien inhabitants of a mysterious planet in "The Phantom Planet" (1961).

Meanwhile, on the SOL, Mike and the Bots have a glass armonica recital.

In the theater, the crew watches as a college professor transforms into the legendary Aztec hero in "The Pumaman" (1980).

Meanwhile, on the SOL, Mike becomes the mystical Coatimundi Man.

In the theater, the crew watches as a newly-discovered werewolf skeleton sets off a series of lyncanthropic murders in "Werewolf" (1996).

Meanwhile, on the SOL, Mike and the bots share which celebrity relatives they'd cast in their own werewolf movies.

In the theater, the crew watch bees killing people on a bee farm in "The Deadly Bees" (1966).

Meanwhile, on the SOL, Crow writes a poem to the cigarette smoking lady in the movie and Mike dresses as a bee and tries to communicate by movement.

On Earth, the other Observers return to take back Brain Guy and Bobo and Pearl sing a song to convince Brain Guy to stay.

In the theater, the crew watches an alien blob force children to sabotage a military project in "The Space Children" (1958).

Meanwhile, on the SOL, the blob from the movie takes control of Servo.

On Earth, Pearl starts her own space program.

In the theater, the crew watches as a horde of murderous goblin-like creatures terrorize a group of teens in "Hobgoblins" (1988).

Meanwhile, on the SOL, Crow presents his film "Let's Talk Women!"

In the theater, the crew watches as a young man stranded in a rural town finds out his new girlfriend is really an ancient witch in "The Touch of Satan" (1971).

Meanwhile, on the SOL, Mike has taken up walnut farming.

In the theater, the crew watches as a Godzilla knockoff rampages in London in 'Gorgo' (1961).

Meanwhile, on the SOL, Mike and the bots perform 'Waiting for Gorgo-t'.

In the theater, the crew watches the story of a Canadian cult and a lost city unfold in "The Final Sacrifice" (1990).

Meanwhile, on Earth and on the SOL, everyone but Mike gets a bad case of hockey hair. Mike instead comes down with Grizzly Old Prospector Syndrome.

In the theater, the crew watches as a prehistoric ocean creature terrorizes the Florida coast in "Devil Fish" (1984).

Meanwhile, on the SOL, dolphins attack from their highly-advanced spaceship.

In the theater, the crew watches as a new bride is tormented by a skull that may or may not be the ghost of her husband's first wife in "The Screaming Skull" (1958).

Meanwhile, in the theater, Tom has metamorphosized into a beautiful butterfly.

In the theater, the crew watches as a young Leonardo da Vinci and friends set out on an adventure to find a cache of magical inventions in "Quest of the Delta Knights" (1993).

Meanwhile, on the SOL, the real Leonardo da Vinci stops by the SOL.

In the theater, the crew watches as the souls of 4 teenagers are being hunted down in "Soultaker" (1990).

On the SOL, Gypsy informs Mike that the ship is having serious malfunctions.

Meanwhile, in Castle Forrester, Pearl, Bobo, and Brain Guy are playing Monopoly; a soultaker comes for Bobo's soul. It turns out to be TV's Frank, who became a soultaker when he realized that second banana heaven wasn't all that great.

In the theater, the crew watches as a young woman travels to Los Angeles to become a go-go dancer and gets mixed up with the wrong crowd in "Girl in Gold Boots" (1968).

Meanwhile, on the SOL, Crow dances in a tiny bikini.

In the theater, the crew watches as cyborgs and tiny dinosaurs hunt down an escaped slave in a dystopian future in "Future War" (1997).

Meanwhile, on the SOL, Tom Servo challenges Gypsy to a kickboxing match.

In the theater, the crew watches as a mad scientist exacts revenge by transforming himself into a catfish and going on a killing spree in "Blood Waters of Dr. Z" (1971).

Meanwhile, on the SOL, Mike and the bots decide to go fishing.

In the theater, the crew watches as a college professor and his students attempt to find a Bigfoot-like beast in an Arkansas swamp in "Boggy Creek II: and The Legend Continues" (1984).

Meanwhile, down in Castle Forrester, Pearl hopes to attract tourists by fabricating a legend of the Monster of the Forrester Swamp.

This episode features the song "The Legend of Bobo Creek."

In the theater, the crew watches as a moon rock transforms a young man into a reptilian creature with ambiguous connections to Native American mythology in "Track of the Moon Beast" (1976).

Meanwhile, on the SOL, Crow apologizes at length for a prank.

In the theater, the crew watches as a Texas sheriff heads to Malta to clumsily pursue a killer in "Final Justice" (1985).

Meanwhile, on the SOL, Crow and Tom are cruel to poor Goosio, Friend to Maltese Children Everywhere.

In the theater, the crew watches as a German television production of Shakespeare's tragedy proves to be unbearably dull in "Hamlet" (1961).

Meanwhile, on the SOL, Mike and the bots play "Alas, Poor Whom?" trying to guess the deceased person based on a single bone from their body.

In the theater, the crew watches as a man bitten by a bat becomes a murderous bat-creature with werewolf rules, in “It Lives By Night” (1974).

Meanwhile, on the SOL, Mike asks Tom and Crow for input on redecorating the satellite.

In the theater, the crew watches as a female dance troupe find themselves stranded on an island of killer spiders in "Horrors of Spider Island" (1960).

Meanwhile, on the SOL, the bots manage to snag Mike in their very obvious giant web.

In the theater, the crew watches as worms overrun a southern town in "Squirm" (1976).

Meanwhile, on the SOL, an annual safety check reveals the SOL to be a death trap. On Earth, Pearl holds a fair in the castle.

In the theater, the crew watches the skilled thief Diabolik performs daring heists, culminating in the theft of $10 million, an 11-emerald necklace, and twenty tons of gold in "Diabolik" (1968).

Meanwhile, on Earth, Pearl accidentally destroys the device controlling the SOL.

In the theater, the crew watches as Merlin sells a spellbook to a rude costumer and a wind-up monkey toy terrorizes a family in "Merlin's Shop of Mystical Wonders" (1996).

Meanwhile, on the SOL, Mike and the bots are disturbed by Ernest Borgnine's series of unsettling children's books.