The episode begins with Poque watching a news story about opossums popping up due to electrical storms when he sees Horatio walk past his door while carrying a drum. Poque decides to investigate and finds Horatio with the drum and a suspended cymbal and Marcus at a keyboard trying to form a band. Poque doesn't want them to play because he's "extremely jumpy" around loud noises. Horatio promises to not make much noise and starts drumming with his fingers quietly and slowly. Poque agrees to that and walks back to his room where the finger drumming is still audible. He then uses a pair of scissors to trim his eyelashes, a retractable blade to trim his beard, and a knife to remove a bit of food stuck between his teeth. He then grabs a mug and starts to take a sip when Horatio bangs the cymbal and starts drumming loudly, causing Poque to spill his beverage on himself. He then yells to him about playing that loudly while he was drinking "an ice-cold coca-cola beverage" was the worst time to do so and calls him dumb.
After a Katamari Damacy skit, we see Sean and Rocko at the Mega64, where Rocko explains that Poque forced them back into the dungeon after the events of the last episode. Rocko then asks Sean if he's had trouble remembering anything lately. Rocko reveals that he's had difficulty remembering small details like "my old address or a lot of phone numbers I used to know." Sean then says that he has it worse because he doesn't remember anything besides working for Poque, not even how he came to work for him.
We then cut to Horatio's room where he and Marcus are jamming loudly just as Poque storms into the room demanding that they stop. Horatio then asks if he'd like to join their band, which they named Mega64. We then cut to Poque incompetently playing a guitar with Horatio and Marcus and then another cut is made to Poque's room where we find that Horatio and Marcus are kicking him out of the band. Poque says that he's taking the name Mega64 with him and Horatio says that's fine and renames his band to Summer Semester.
Meanwhile, Rocko is standing next to the Mega64 when Derek walks in with the disk containing Sean's behavioral modification program. Derek reveals that he's been studying it and found something hidden at the end. Derek loads the program for Rocko who watches the end of it. After it fades to white it does nothing for a while before slightly fading in on The Specter. He slowly whispers "Sean. Bring me Sean." Rocko takes off his helmet and is noticeably disturbed by what he saw. Rocko and Derek decide that they need to get Sean to see it and walk off to find him.
Poque is in his room playing his guitar when Horatio and Marcus burst in announcing that "a strange looking guy with a red face" from a record label wants them to record an album and that one of their songs is capable of killing opossums. They gloat about it for a while and then leave.
Rocko and Derek bring Sean to the Mega64 so they can show him The Specter in his program. Sean puts on his helmet while Derek loads the program. However, instead of The Specter, Sean sees a series of images that quickly flash before him while a screeching noise plays. Sean then faints and falls off the chair.
Later at night, Poque is in his room sleeping while a figure watches him. Poque wakes up and then screams when he sees the figure and the figure hisses back at him. Poque turns the light on to reveal that the figure has gray skin, some fur under his neck and a black nose. Poque demands to know who he is and the figure replies that his name is Thark and he wants to see "the creator of Mega64."
Back in the dungeon, Rocko and Derek are trying to wake Sean up. Derek manages to slap him awake and they ask him what he saw. Sean says that he doesn't remember what happened to him after he put his helmet on. To apologize for slapping him in the face, Rocko and Derek go off to find a drink for Sean. After they leave, we find that Sean does remember what happened and he leaves to investigate.
We come back to Poque and Thark and find that Thark meant he wanted to see the Horatio and Marcus of the band Mega64. He then tells Poque that he's a man-opossum from fifty years in the future. Horatio and Marcus' opossum killing song forced opossums to evolve to a point where they gained psychic abilities and enslaved humanity. However, another one of their songs had the same effect on snakes and the two species had a "manimal" war which the man-opossums lost. They then built a time machine to go back in time to stop the creation of the snake song. Poque tells Thark where the album is being recorded and they rush over.
Sean is walking through the corridors underneath the dungeon and we see that they correspond with they the images that Sean saw. He is about to walk in a door when we cut back to Thark and Poque at the recording studio where we find that Horatio and Marcus have already made the album and that they know about the manimal war because their contact from the record label is Jessse, a man-snake. Horatio decides that they should have a battle of the bands to settle the war. Both sides agree to it and they leave to prepare.
Sean is looking in the room from the images when he comes upon a box. After a Seaman skit, Sean enters the Mega64 room with some papers which turn out to be blueprints to the Mega64. Rocko notices that Sean's name is mentioned on the blueprints several times and Derek finds a disk for the Mega64. They load it up and put on their helmets to watch it. The program starts off with a black screen playing ominous piano music. The word FALZ fades in followed by "PROJECT MEGA64" and then followed by "TEST DATA ALPHA STAGE." The program then shuts off because Poque has rerouted as much power as he can to power his "new kickass amp." There's still enough power left to play Altered Beast so Poque loads it up.
After the skit, Poque and Thark meet up with Horatio, Marcus and Jessse at a beach for the battle. Poque and Thark go first and Horatio, Marcus and Jessse go next. After they play, Poque has Rocko, Derek and Sean decide the winner. They pick Jessse's song as the winner and then Rocko points out if they destroy the master copy of the album then neither side will come into existence. Horatio then scratches it with sand and Thark and Jessse pop out of existence. Poque then asks Rocko, Derek and Sean if they were running a program when he rerouted the power because the Mega64 destroys anything loaded in it if it shuts down while running a program.
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