Jill finds Brad making out with his girlfriend in his room. When Jill asks Tim to have a man-to-man talk with Brad, Tim is a little reluctant to do it. Not because he doesn't feel Brad needs it, but because it's something he's never done before with a kid. Tool Time goes to sea in another on-location shoot, with Tim, Al and Heidi boarding the USS Constellation aircraft carrier as part of their salute to engines.
Jeremiah Surd taps into and gains control of the cetacean communications internet, prodding cetaceans worldwide into savage attacks; the Quest team enlists the help of Captain Havell to stop his plan.
Jane suspects that Richard is still alive. Sydney suggests that they dig up the body to alleviate her sister's fears. They find that the body is gone, and someone has left a note threatening to turn the sisters in to the police unless they pay him $50,000. After initially trying to use counterfeit money, Jane and Sydney take the cash to the gravesite. Richard appears and points a gun at them. Michael finds Kimberly, who explains that she cannot remember the night of Bobby's murder. Peter is injured after picking a fight with a prison guard. Alison decides to move out of the building so that she and Jake can have time alone. Matt steals Michael's prescription pad to get access to more pills. Taylor convinces Kyle that they should buy a restaurant in Los Angeles.
Donald catches a germ, and his nephews go inside him to try to get rid of it.
Marion helps an obnoxious football player facing a career-ending injury. Meanwhile, Tiffany convinces Tonia to flirt with a client.
Spiros also starts making fat cakes and Frikkadel realizes that he will have to do something to make the Vetkoekpaleis more popular. Worsie desperately wants to win the competition prize, but he is not allowed to enter.
On the barnyard set of her new show (a parody of Babe), Cybill rescues a pig that was fired and doomed to the frying pan; then tries to keep an independent Zoey from flying the coop after she visits the greener pastures of Paris. Meanwhile, Maryann dresses as Little Bo Peep to entice a sheepish Ira.
Ross reveals a fantasy to Rachel involving a certain "Star Wars" character. Monica suffers from insomnia after her breakup with Richard. And Chandler, back together with Janice, wants Joey to bond with her.
With the Shadows next target known, a massive counterattack is prepared. Ivanova and Marcus scout ahead in the White Star, while the fleet stands by in hyperspace. At the same time, Franklin finally has to face his problems as he lies fatally wounded in Downbelow.
On the run from General Ross, Hulk encounters the Gamma Mutant Warriors. But Abomination reappears and captures Bruce. He is taken to The Leader, who wants the power of the Hulk for himself.
The boys fend for themselves when Claire goes to a spa for the weekend.
A frightened man who lives alone is being threatened. The man doing this thinks that he is the doctor who was convicted of medical negligence for causing the death of his little girl. But they've got the wrong man. Claude finds the man who is now tied up and one of the men he's with has a gun. Claude shows the police where he is and he's rescued. Jo is spending more time with Nick but is worried that Eileen disapproves. Unfortunately Nick is often called out whenever they are together.
Matt hates his tiny bedroom. It's so small it's practically a closet! Still, Matt's mom refuses to let him sleep in the attic. After all, they might need to use it. Some day. Or year. Then Matt does it. Late one night. When everyone's paying no attention. He sneaks into the attic and falls asleep. Poor Matt. He should have listened to his mom. Because when Matt wakes up, his whole life has changed. For the worse. And every time he falls asleep, he wakes up in a new nightmare...
The Mustache, a U.S. secret weapon, escapes from the lab and tries to team up with its counterpart, the Russian Beard. In hot pursuit are Jim Rage and the Ladies of Project: Shave, so the Mustache takes refuge on the Tick's lip. Meanwhile, Dinosaur Neil and Dot plan for their marriage.
While the Turtles work on using fragments of the Vortex Crystal to stabilize their mutations, Lord Dregg plans to use the fragments to create another Vortex Crystal to power his Vortex Transporter.
Baby Alex is kidnapped, and his captors want to trade a gargoyle for him.
Dragaunus has another sneaky plan up his sleave when he creates a small energy creature who makes a BIG problem for the ducks when it causes chaos in Anaheim. Only Tanya's friend Dr. Huggarman can help but will he?
Using Johannes Gutenberg printing press, the Brain make a series of collectible trading cards.
A successful modern artist is born and it's Pinky, trying to help fund Brain's new plan.
The former Soviet Union's living weapon, Omega Red, is thawed out by the US Military to deal with an abandoned Soviet nuclear submarine near Hawaii. He asks for his old enemy, Wolverine, and the woman responsible for freezing him most recently, Storm, to accompany him on the mission. Omega Red is offered restored humanity, but once aboard the warhead-filled sub, he reveals his true, deadly intentions.