Teddy and Grubby meet Newton Gimmick, and the three search for the treasure, while Tweeg and L.B. scheme to lead them off course so they can find it first.

Teddy, Grubby, Gimmick were captured by Mudblups and put in jail, they met Prince Arin and they escape when the light scared the Mudblups.

Teddy, Grubby, Gimmick, Prince Arin was at the jungle until they met the Grunges just then, Prince Arin fell into the soup and he is too strong, and was returned to himself.

Teddy, Grubby, Gimmick, Prince Arin and the Wooly Whatsit met a Wizard and he told them the princess was taken to the hard to find city and, they are going to plan to rescue her.

Teddy, Grubby, Gimmick, Prince Arin and the Princess plot to escape from the Hard To Find City and the Gatang warriors, while finding the Treasure of Grundo.

Teddy, Grubby, Gimmick are shrunk little and explore Gimmick's house while Fuzz is chasing them.

Teddy, Grubby, Gimmick are accidentally shrunk and Grubby has a new girlfriend that flew away.

Tweeg was off with the five crystals that L.B stole from Gimmick's house and Tweeg is gonna see his mother Eleanor.

Tweeg is following Gimmick's team to get the last crystals while Gimmick is fixing his compass and also Teddy is making fake crystals for Tweeg.

Tweeg is at M.A.V.O and there is a celebration while Gimmick and his friends are replacing the crystals with fake ones.

Teddy and Grubby ask for the help of the Wooly Whatsit to get the Fobs' colors back.

Tweeg plots to swindle the trio by selling them dubious "magic" potions.

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 plots to give other people the Tweezles by selling fake medicine.

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.

Tweeg starts a fight in the mean time a fire breaks at the Theatre Tree. Elves and Woodsprites begin feuding.

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 and Gimmick watch the Seventh Crystal projecting a hologram of Illiops living in the Hard To Find City, and then Teddy as a young boy, running to his mother. They decide to go to Leekee Lake and inform Teddy of the discovery. In the commotion, LB manages to steal the Black Box and takes it to Tweeg. Tweeg brings the Black Box to M.A.V.O. so that he could seal his lifetime membership at the Organization. However when Ickly points out that the Supreme Oppressor must poses the Black Box at all times, and since Tweeg possesses it, he must be the Supreme Oppressor.

Teddy shows Gimmick and Grubby the wonders of the technology the Hermit has shown him. He also brings them to the cave with a secret door, opened by one of the Crystals. The three friends go down the revealed staircase to find themselves in the Hard to Find City. Meanwhile, the Eclipse is raised from the bottom of Leekee Lake. Tweeg declares war on the Gutangs. LB frees Quellor of the dungeon to alert the Gutangs of the impending attack. Quellor challenges Tweeg to use the power of the Black Box, and Tweeg triggers the device only to erase his own memory. The Gutangs are in pursuit of the Trio, who escape back down the tunnel.

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 notifies the Wizard of Ying about the arrival of the Trio and Captain Xelxa's crew. The Wizard of Ying sends his three henchmen named to collect the uninvited guests for his zoo. Teddy and Grubby set off in search for wood to repair the Octopedes' ship. Mindless Tweeg arrives in M.A.V.O. only to be sold to the Wizard of Ying for his zoo by Quellor. Gimmick and the Octopedes are captured, forcing Teddy and Grubby to take the Subwater Boat in pursuit. LB returns to Tweeg's tower in attempt to sell the donuts Tweeg made while trying to make gold from buttermilk to the bounders. LB accidentally picks up a donut-shaped bracelet made of gold, which leads him to believe that Tweeg's formula has actually worked. Hearing the news, Quellor sends out a party to retrieve Tweeg. Quellor intends to restore Tweeg's mind to get the gold formula.

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.

Teddy remains locked in the cage, where he discovers a carving on the floor that says "Teddy + Ilana". Suddenly he comes up with the notion that the previous occupant illiop of the cage might have been his father. Meanwhile Quellor arrives at the zoo and demands Tweeg's release. Quellor restores Tweeg's memory and gets the gold recipe from him. During the absence of the Wizard who is with Quellor, Grubby, Gimmick and the Octopedes set their escape plan using the roller coaster in motion.

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.

The third day of the competition involves the teams to begin a journey from the Great Volcano, then through the Great Desert, Woodley Bog, and Boggley Wood before camping for the night in Gimmick's Valley. Gimmick uses the Third Crystal on Grubby to make him invisible in order for Grubby to steal some coals for the airship near the Mudblup caves. Gimmick zaps Grubby but not with the Third Crystal but the Fifth. Grubby slurs his speech and the three friends discover that the power of the Fifth Crystal is to increase and decrease objects. 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. LB convinces them that Tweeg has a fatal contagious disease and frightens them off.

During the final day of the competition, the race takes the teams through the Jungle With No Name, over Trembly Fault, and on to the finish line. Prince Arin and Princess Aruzia are in the lead but stop at the Jungle Grunges' village for repairs. They are spotted by Quellor's henchmen who deduce that Tweeg must be hiding there. Arin and Aruzia eat some Grunge Gumbo with Vitamin Z, transforming them into the Iron Warrior and the Aluminum Amazon. After their fight with Quellor's henchmen is interrupted, Arin and Aruzia return to normal. The henchmen escape and gather some slime to pass off as Tweeg's remains. Teddy, Grubby and Gimmick win the race and return to the village with Arin and Aruzia. Using the Fifth Crystal, they repair the settlement. The Wizard of Grundo arrives and presents them with the prize: a carousel with cars fashioned after the vehicles used in the race. At M.A.V.O., a celebration is also in progress over the return of Quellor's henchmen with Tweeg's "remains".

Teddy, Grubby and Gimmick dress up in costumes and join the Jungle Grunges to celebrate the anuual Make Believe day. 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 goes to M.A.V.O. only to be thrown in the dungeon. Quellor is furious by the deceit of Drudge, Sludge and Trudge, and reminded of the need to capture Teddy. He commands his henchmen to hunt down Ruxpin and bring him back, dead or alive. The Understander of Legends reminds Quellor that they need Teddy alive to recover the Crystals. Quellor refuses to listen to reason and the Understander of Legends frees Tweeg. The two of them set off to find Teddy before Quellor's henchmen. The henchmen find Teddy first, but Grubby alerts everyone and they scatter. The henchmen get captured by a patrol of real Mudblups, and the Trio tricks Tweeg and the Understander into following the path the henchmen took, allowing the Trio to escape.

Teddy, Grubby and Gimmick are invited to a Logic Fair hosted by King Nogburt. Gimmick gets horribly depressed because none of his inventions ever work. Meanwhile Grubby has been conned by Tweeg in disguise over Grubby's recipe for Root Beer. On their way to the Logic Fair, Frank and Faye Fob survive an earthquake which separates them from their babies. Teddy, Grubby and Gimmick hear the Fobs' cries for help and land near Trembly Fault to help. The three friends successfully rescue the Fobs after Gimmick uses an accordion to create a makeshift bridge to rescue Frank and Faye. At the fair, Grubby recognizes Tweeg and that he has been conned. Unfortunately Tweeg is goaded into shaking up his barrel of the beverage until it explodes, and the truth is revealed.

Teddy, Grubby and Gimmick are invited to King Nogburt's Harvest Feast. Gimmick notices that Grundo has received above average rainfall this year. Yet King Nogburt's kingdom is suffering a drought. Gimmick and the King go for a dive with the Subwater Boat and get lost in a series of tunnels leading away from the castle moat. On the surface, Teddy puts his scuba gear to go after the Subwater Boat because Gimmick and the King are gone for far too long. Gimmick and the King discover a chamber with ancient controls for operating an aqueduct system, which 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 in 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 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...

Finally Teddy and the hermit arrive at Gimmick's only to find out M.A.V.O.'s guards. They stumble on Fuzz and through him Teddy sends a message to Grubby and Gimmick. Sadly when Grubby and Gimmick make their escape, they are seen by a guard who follows them. Teddy, Grubby and Gimmick are reunited at Wooly's. There the hermit tells what he remembers of his story. Gimmick concludes that the hermit became a victim of the Black Box. When the hermit goes outside to gather firewood, he's been mistaken for Teddy by M.A.V.O.'s goons and is captured. Teddy and his friends realize what had occurred and take the airship in pursuit of the Eclipse and the kidnapped hermit. When the Understander and Eleanor find they have the wrong illiop, they devise a trap for Teddy. Ruxpin arrives at M.A.V.O. and with the help of the Third Crystal becomes invisible. The rescue mission is a failure when Teddy discovers Sludge dressed as the hermit inside one of the cages in the dungeon. Teddy is captured.

Grubby, Gimmick and Wooly start to worry about Teddy. Quellor uses his bats to help him escape from the dungeon. The Understander places the six Crystals in the ceiling of M.A.V.O. HQ but nothing happens. He realizes that he must need the Crystal in the Black Box. LB tells Tweeg of his awareness of the whereabouts of the Black Box and when LB retrieves it, is seen by other monsters and villains with the Black Box. LB is declared Supreme Oppressor. LB has Teddy brought before him for judgment. LB sets Teddy 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 M.A.V.O. into the sky, and darkness falls over Grundo. Suddenly Quellor's strength doubles and he breaks out. He seeks shelter in a nearby cave where Teddy joins him. In the upcoming fight between them, Quellor gets caught in a rockfall.

The members of M.A.V.O. are having a costume party, and L.B. falls in love with Buffy. Meanwhile, everyone in Grundo is affected by evil due to the effect of the seven crystals, and Teddy decides to sneak into M.A.V.O. headquarters to retrieve the seven crystals in order to free everyone from evil in Grundo.

After L.B. explains to Teddy about the Seventh Crystal and learning about its secrets of erasing and restoring memory, he told Gimmick to build their own Black Box, in which they then used on Teddy's father - who with his memory restored, told him of what happened during his absence. Meanwhile, Tweeg's father came to visit his son, and whilst he and L.B. are now M.A.V.O.'s Most Wanted, decided to go with him and spend some time.

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.

Teddy is finally home in Rillonia reunited with his parents. Xelxa's ship arrives and on board is Grubby's family. LB proposes to Buffy, and she says accepts. Elroy shows Tweeg his shack just off the Rillonian shore.

Teddy and Grubby show the Crystal Book to Ilana, who thinks she's seen the strange lettering somewhere before. 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. Grubby spills some orange juice on the Sixth Crystal as Teddy reads from the book, and the Crystal begins to float out the window. Tweeg grabs the Crystal, and to his surprise, it pulls him up into the air. Teddy, Grubby and Gimmick overhear Tweeg's cries for help and follow him with the airship. Meanwhile LB and Buffy exchange rings on the beach near Bounder Pass when suddenly Tweeg drops right out of the sky at the wedding.

Teddy, Grubby and Gimmick find out the mystery of the seven crystals and the Illiup book. Meanwhile Quellor plots to recover all seven crystals having obtained one.