Ace meets a mysterious young man, Deuce, who saves his life when Ophiuchus Sam attempts to rob an interdimentional train. But Deuce is not who he appears, and Ace learns the true origins of his sword.

During a fight against Massive who has escaped from prison, the Loonatics battle the high-tech hunter named Electro J. Fudd who is hunting Ace. However, Massive is actually a robot decoy and soon Electro becomes a target along with Duck to be added to someone's collection.

Landing on the island of Apocalypso, the Loonatics find a colony of beautiful, powerful women called the Apocazons led by Queen Athena. Queen Athena was impressed by Lexi's behavior towards Duck, and invites her to join them in a very special event. However, not all is as it really seems with the Apocazons.

The Loonatics face off against Boötes Belinda, a villain and his band who uses rock music to terrorize Acmetropolis. When Zadavia is captured, he orders Tech to build a high-tech guitar for him. Now the Loonatics must save Zadavia and defeat this evil band. It turns out that the band are robots led by Rupes Oberon, a man who wrote a theme song for Zadavia on Freleng, but was shot down since there already was a theme. He uses the guitar to steal all of Zadavia's powers.