Queenie decides that she wants to go on a diet. Unfortunately, it`s a diet with more of an emphasis on food. She searches all around for food...and manages to get old popcorn, but, after she puts it in the microwave, a weird thing is in it. The thing tells Queenie he`ll fill her heart's desire. She wants Lemon Sugar Pie, and then the thing is loose!

Baloney encounters aliens and no one believes him.

The Mr. Potato Head Gang splits up and goes in rocket cars. The professor says not to touch the buttons, but Mr. Potato Head refuses to listen and is blasted off into space.