In Acmetropolis we see a boy eating some candy with his Bio-Pet as a tv was on as we see a woman with a man.

Reporter: Professor Zane, why do you think all of acmetropolis is glamouring for one of your new bio-pets?

Professor Zane: Well who could resist such a loveable, soft and playful creature? every household should have a Fuz-Z.

We see the tv show Fuz-Zs being taken by people as we then see the kid in bed with his Fuz-Z as we see the Fuz-Z as it wanted some.

Boy: You want a snack?

He then handed the fuz-z a piece of chocolate as the Fuz-Z took a bite.

Boy: You're my best friend.

He then went to sleep with the Fuz-Z as later the boy wakes up to see his pet was gone

Boy: Where'd my fuz-z go?

He then looked to see a creature in the shadows as he screamed and ran out of the room as we saw it coming.

Boy: Mom! Dad! Run!

We then see the family run out of the house as we see the monster come out of the house as it roared. We then go to the tower as we go to a room as we see Ace and Duck fighting some ninjas while Ashton is just playing a guitar as we see he looked to see Duck's shadow behind him as green eyes were seen opening as it placed it tapped Duck's shoulder as Duck turned around and saw his shadow looking at him as he then screamed and jumped into Ace's arms as they both saw Duck's shadow changed into a black being with a green belt and green sash on his chest in the form of a X as the badge was seen on his sash.

Duck: MONSTER!

Ace: Calm down duck. *drops duck* It's just Dimitri.

Duck: Oh. *gets up and dusts himself off* I knew that.

Ashton: Right. Sure you did.

Dimitri: I call this alien Nightslash.

Lexi: Cool name

Dimitri: Thank you Lexi.

Lexi: And look what I got.

They looked to see Lexi as she was holding a fuz-z as we see Slam peek out from the door and he sees the fuz-z as he licks his lips as he leaped out and tried to bite the fuz-z as Lexi moved out of the way.

Lexi: Whoa! No eating my pet!

Slam then crashed into a ray as it made it turn as he fell down and landed on the controls as the laser activated.

Tech: Watch it slam. I'm trying to work here.

He then got hit by the machine making him fall as we see a plug as it then got unplugged as Tech saw the laser about to hit him as it then shut off.

Tech: Phew.

Ace: So what's with the powder puff?

Ashton: It matches your fur. Did I say that out loud?

Dimitri: Yes you did.

Lexi: It's a fuz-z. oh come on, bio-pets are only the coolest trend to hit Acmetropolis.

Ace: What do you hit it with?

Lexi: You don't hit it, you love it she can be whatever you want her to be. A glove, a choker, a cuddle walker.

Duck: Hold it right there sister. How did you get your hands on this?

Ashton whacks Duck on the head with his guitar as the Fuz-Z jumped on Ashton's head

Ashton: Guess the squirt likes me.

Dimitri: Why are you asking Lexi duck?

Duck: My fuz-z's been on backorder for weeks, only making sure that the one Lexi has is mine.

Lexi: Back off Duck, Zozo is mine.

Duck: *chuckles* Zozo?

Ashton: I like it.

Then a screen came as they saw Zadavia on it.

Zadavia: You're not going to believe this one, Loonatics, but there's a situation in south Acmetropolis that requires your special attention. A residential zone in the fourth quadrant seems to have a giant spider problem.

Ace: Didn't they just spray giant spiders last week?

Zadavia: This family barely escaped with their lives.

Tech: Species? Origin?

Zadavia: Unknown and unknown.

Duck: Forget where it came from, where's it going? It's not coming here is it?

Zadavia: The idea here was for you to go there, Danger Duck.

Duck: Must we?

Zadavia: I'll transfer coordinates and transit. Zadavia out.

The screen then shut off.

Ace: She gets to go out and we get to battle mutant spiders.

Ashton: Ahem!

Ace: Oh, no offense Ash.

Ashton: That's better.

We then see the group flying off as Ace noticed Lexi's wrist and saw Zozo.

Ace: You should lose the wristband.

Lexi: I don't wanna leave her here alone. She can be our mascot.

Ace: How about no.

Lexi then put Zozo down and then noticed Zozo's face had a sad look.

Lexi: Oh, you'll be lonely here won't you?

She then saw Ace as he then flew off as Ashton quickly picked Zozo up and flew off as we see them flying in town.

Ace: Alrighty, now according to Zadavia's readings we should be able to spot the itsy bitsy spider right about...

Then the mutant spider burst out from a wall as they saw it.

Ace: Now.

Duck: Whoa look at that thing! It has three, wait four, five legs!

Then Duck got hit by one of the legs of the mutant spider.

Ace: Uh, make that six legs.

We see the monster walking as we see Slam spinning to one of the legs and grabbed one of them to slow it down as the creature noticed him holding it's leg and then stomped slam to the ground as it continued to go through the street as we see Rev flying by as the spider tried to stomp him as it made the street crack as Ashton started shooting his webbing on the creature in a desperate attempt to stop it as it only broke free.

Dimitri: Alright watch I want four arms ok, I don't want grey matter, I don't want nanomech, four arms!

He then slammed the watch as Dimitri then transformed into a large being made of stone as a core was seen on his chest as he had black shorts and the badge was on his head.

Duck: Who's that?

Dimitri: An alien I like to call Gravattack.

Dimitri then saw the spider coming as he then raised his hands as the spider then started to float up into the air.

Duck: Gravity powers? That is pretty cool.

Dimitri: That's Gravattack for you. *looks and sees a bridge* Guys I have an idea.

Dimitri then sent the creature to the bridge holding it down.

Dimitri: Remove the beams and bolts on the bridge.

Ashton: On it.

They then ran to the bridge as Lexi fired the beams off as Ace and Tech were removing the bolts as Ace cut the bridge with his heat vision as we then see the others using their jetpacks and pushed the bridge down trapping the creature like a cage.

Ashton: We got him!

They then saw the dust clear up and saw the creature was gone.

Dimitri: *changes back* It vanished?

They then went down to the bridge and looked around for the creature.

Ashton: This makes no sense, how can a giant mutant spider just disappear?

Duck: Check it out!

They turned to see Duck as he was holding a brown fuz-z.

Duck: I found a fuz-z, and this is mine. Check it out I got my own superhero sidekick. How about it Wonder Fluff?

Ashton breaks down in laughter

Ashton: Wonder Fluff? Seriously?

Dimitri then took Wonder Fluff out of Duck's hands.

Duck: Hey!

Dimitri: It's odd, the creature mysteriously vanished, and we all find this hard to get bio-pet in its place. What are the odds?

Tech: hmm, four million and twenty seven thousand and eight hundred and sixty seven to one.

Ace: Kinda high on the coincidence meter don't ya think?

Duck: You're not pinning this on Wonder Fluff are you?

Ashton: Zozo no!

They then see Zozo coming as she went in Duck's backpack as we see Wonder Fluff go in his backpack as well.

Duck: Sorry, guess they both like me. Now I have two sidekicks. How cool is that?

Ace: You had to bring the fuz

Then they hear munching inside the backpack.

Lexi: There's a party going on in your backpack.

Duck: Oh, I never go out in the field without some chocolate ab-inducer bars. They must be really hungry.

They see the two Fuz-Zs come out of the backpack as their eyes began to glow and they started shaking

Ashton: Duck what did you have in that bag?

Dimitri: Ash you do realize he just said that he had chocolate bars in his bag right?

Ashton: Sorry I forgot.

They then saw Duck drop the fuz-zs as they began to change.

Lexi: Zozo?

Duck: Wonder Fluff?

They then saw the two turn into the same spider creatures.

Ashton: Lexi, you mind holding my mask and gloves for a second?

Lexi: Sure.

He handed Lexi his mask and gloves as fangs and talons appeared on

Ashton: Everyone with a weak constitution, look away. This won't be pretty.

Lexi: Ash you're not thinking about-

Ashton: What no! I'm just paralyzing them so they shrink back down!

Duck: But we don't know how long they'll be like that.

Dimitri: How long. Duck that's it.

Duck: What's it?

Dimitri: Ash, get ready to paralyze the two monsters I have an idea.

Ashton: Ok.

Ashton then jumped to the fuz-zs as he bit Zozo and then leaped at Wonder fluff and bit him as they were paralyzed as Dimitri then transformed into a being who was gold and had a key on his head as his badge was seen on his chest where his gears were seen on green glass.

Dimitri: Clockwork!

He then turned to the two spider mutants and a green blast was seen coming out of his chest as it hit the two monsters as the loonatics watched as the monsters were engulfed in the blast as Lexi and Duck saw the monsters were back to their original forms.

Lexi: What did you do?

Dimitri: I sent them back in time, just before they could eat Duck's chocolate.

Ace: What's gotten into these powder puffs?

Then a screen turned on as we saw Zadavia on it.

Zadavia: Something powerful.

Dimitri: Indeed, powerful but easy to get a hold of.

Zadavia: Good point Dimitri, the boy with the first Fuz-Z fed it a whole stash of chocolate candy before going to bed.

Ashton: Too much sweets can give nightmares about clowns.

Lexi: And our Fuz-Zs ate Duck's chocolate.

Zadavia: Professor Zane's laboratory is located in the seventh quadrant just east of the industrial center.

Ace: The guy who invented these hair balls better know a way to calm their sweet tooth.

Ashton: Right cause the whole town has a ton of Fuz-Zs

Rev: It'lltakeamiracletogatherupalltheseFuz-ZsIcangatheruplikehalfofthembutwe'rehonnaneedsomethingamazingtogettherestofthem.

We then go to the tower as we see the group were at a closed door.

Ace: I bet Tech has a few toys we can use.

Tech: I give you the exo-vac 2400X.

We see the door open revealing a large jet as Ashton fainted from the sight of it

Dimitri: You really outdid yourself Tech, when did you get the idea for this?

Tech: Try eating with Slam.

Slam then looked at Tech.

Tech: Not pretty.

We then see the Exo-Vac fly off into the city.

Ace: Loonatics, let's jet! Lexi, you, Dimitri, Duck and Ashton go talk to this Professor Zane guy the rest of us will work on rounding up the furballs that are still out there.

We then see Dimitri, Ashton, Lexi and Duck flying to Professor Zane's lab as we see them land outside.

Duck: Looks like no one's home.

Lexi: No someone's in there, I can hear breathing.

Duck: Showoff.

We then see them enter the lab.

Dimitri: Hello? Professor Zane? We come about your Bio-pets, we have reason to believe that they're very very-

They then looked to see mutated fuz-zs.

Duck: Looks like they already had they're chocolate today.

Ashton: I hope that's all they crave.

???: Not only do they love chocolate

They turned and saw Professor Zane.

Zane: They also have a taste for duck and rabbit and guess what it's feeding time.

We then go to the rest of the loonatics as we see them gathering up all of the fuz-zs across metropolis as we see Rev running through town collecting fuz-zs from people as they collected all the fuz-zs.

Ace: Mission accomplished, how are things on your line Lex?

Ace then noticed that Lexi wasn't responding.

Ace: Lex? I got a bad feeling.

We then see the exo-vac turn around and it goes to the tower.

Ace: Let's ditch the fuzz balls for now and bug out.

We then see the containment of the fuz-zs detached and landed at the hanger.

Tech: Switching to turbo vac jet mode.

The jet then changed as it flew off to professor zane's lab as we went to Dimitri, Ashton, Lexi and Duck as they were seen being held by the mutant fuz-zs.

Lexo: So you knew all along chocolate mutated the fuz-zs?

Zane: Knew? I made sure of it. My first two fuz-zs weren't supposed to transform so soon, not until I had flooded the entire city with bio-pets. One pulse from my electric leash and the savage beasts are under my control.

Dimitri: So you were planning to have all the fuz-zs eat chocolate and transform at the same time and tear Acmetropolis apart.

Duck: Sounds like somebody's mommy didn't buy him enough chocies when they were widdle.

Ashton: Hey ugly! Let my honey bunny go!

Ashton kicks the creature hard in the face as Lexi was caught in Ashton's arms

Ashton: My lady.

Dimitri then slammed his watch as he then transformed into heatblast as he heated his body up making the creature let him go as he landed to the ground.

Dimitri: Hot enough for ya?

They then see the exo-vac fly in as they see Zane running as we see him pull a lever releasing tubes that contain fuz-zs.

Zane: Oh dear me, what kind of host have I been? Would anyone care for some chocolate? *pulls a lever as chocolate bars came out from a hatch* The effect is temporary but the more they eat the longer they last.

Ashton: Then no more chocolate for them. D think you can heat things up?

Dimitri: Hot chocolate coming right up.

He then sent a blast of fire at the chocolate bars melting them.

Ashton: Duck the control box.

Duck: What about it? *sees Ashton giving a "really?" look* Oh right.

He then threw a tar egg at Zane as it covered his face, making him drop the electric leash as Ashton shot a web at it and pulled it to him as he grabbed it and activated it, making the creatures stop.

Ashton: Sorry guys, you all had enough sugar.

Zane: My baby! No

We then go to Acmetropolis Prison as we see Zane is in a cell as we then go to the loonatics as we see them sending the fuz-zs to a crack in the ground as Ashton and Lexi were holding Zozo.

Ashton: Alright Zozo you and your friends will be happier in your new home.

Lexi: Yeah, no crazy scientist will bother you and no chocolate.

Duck was seen holding Wonder Fluff.

Duck: I salute you. You've been a brave soldier, Wonder Fluff, I also fear you but let's not go there.

They then send the two fuz-zs into the crack as we see Zadavia appear in a projection.

Zadavia: Congratulations Loonatics, thanks to your efforts professor Zane's nefarious operation has been shut down. Take the rest of the day off, you deserve it. Zadavia out.

The projection then vanishes.

Duck: You know fuz-zs are so over, I already move on to the next big thing. Take a look at this.

He then pulled out a box with a little circus in it.

Dimitri: A little hamster playground?

Duck: No, a little flea circus.

Ace: Then where are the fleas?

Dimitri: There's a hole in the box. *looks at Ashton* Uh guys? What's wrong with Ash?

They turned and saw Ashton as he was scratching himself all over

Ashton: I'm itchy!

Lexi: Uh guys, I think I might know where the fleas are.

Ashton: I'm gonna kill you Duck! You know I'm allergic to fleas!

Dimitri: Duck, I believe this is the part where you run away and hide.

Ashton then started to swell up heavily.

Duck: On it!

He then teleported away as blood was seen dripping out of Ashton's ears..

Lexi: Rev ran back to base and get his allergy meds now!

Rev: Onit!

He then ran back to the tower and retrieved ashton's allergy meds as he ran back and gave it to Lexi.

Lexi: Thanks.

She then injected it into Ashton as the swelling went down.

Lexo: You ok?

Ashton then squished his fingers together meaning a little.

Lexi: Let's get you home.

She and Ace held Ashton up and brought him to the Exo-Vac.

Dimitri: I have a feeling Duck is gonna get it big time.

Ashton then pressed a button on his suit.

Computer voice: He. Is. So. Dead. When. I. Feel. Better.

The exo vac then flew back to Acmetropolis.

And done!