The episode starts with a Resident Evil 4 skit in which the characters get arrested. Rocko then drinks out of a cup that has an offensive saying on it, Derek explains that Marcus is trying to sell cups to gourmet restaurants as "conversation starters." Then, a new character named Jon rides his bike by and talks to Rocko and Derek.
After a session of Feel the Magic: XY/XX, Sean and Jon leave to check out Sean's room. Rocko questions the fact that they haven't seen Dr. Poque in days and that Jon showed up out of nowhere and Derek gets mad at him for assuming everyone is out to get him.
Upstairs, Horatio and Marcus are discussing Marcus's cups and the new guy, Jon. We then see Dr. Poque sitting in a bathtub and putting on a helmet. This is when he experiences his flashbacks.
Back in Sean's room, Jon tells him that there is someone who haunts the Mega64. He died while connected to it because of the "age-limit bug." Jon explains that it was dangerous for anyone too old to use the Mega64. It's been fixed since, but Jon says FALZ still only lets teenagers beta test it. He explains that FALZ is the team that really invented the Mega64. He said that they only use Poque because of his connections and that the man who haunts the Mega64 can travel between the Mega64 and the real world, and bring things back with him. Seans says that he has met this man, and after an awkward silence Sean puts on his helmet to play a game.
Meanwhile, Derek and Rocko play a game of A Boy and His Blob: Trouble on Blobolonia. When Derek gets out, he yells at Rocko for not being the blob, but Rocko is behind the Mega64 trying to fix it. Jon walks in and tells Derek not to play discs that don't belong to him. When Derek is bent down, he knocks Derek out and says that he'll never stop FALZ and that "the only threat to FALZ is Sean, and I've already taken care of him." Jon drags Derek out and Rocko has seen the whole thing.
We then see the television show Judgemental Night (Parody of Judgement Day) interrupted by a U62 news update that says that televisions in the city are being interrupted by a pirate signal showing Derek and Rocko using the Mega64. The news story shows that Mega64 has gotten a fan base who have conventions, make skit suggestions and make songs about Mega64. Kevin Smith is apparently interested in directing the movie. Other members of the fanbase include Paul Farkas, Ricky "Thumbs" Jackson, Tim Heidecker, and Eric Wareheim.
After the news broadcast, Marcus goes down the dungeon and Rocko tells him that Jon is trying to overthrow the place. Marcus vows to take out Jon and connects himself to the Mega64 to get into Street Fighter II while Rocko goes to rescue Sean. Marcus recruits tr1gg3r s3r1ou5!!!!1, who has been stuck in the game since the last time they encountered him, to help them stop Jon. Marcus gets to him agree to help stop Jon by hacking the Mega64 after Marcus says he'll get him out of the Mega64 and help him find Poque.
Meanwhile, Rocko finds Sean on the floor in Jon's room and then Jon comes in hits Rocko in the knee with a wrench and then puts on a Mega64 helmet to get the secret thoughts he drained out of Sean's brain. When he puts it on, he gets hacked by tr1gg3r s3r1ou5!!!!1 and he sees random images, including an Aggressive Caroling skit and another Legend of Zelda skit. When he takes off the helmet, Marcus attacks him, but then Jon rips the puppet apart, seemingly killing him.
Jon and Sean then run up to the apartment. Horatio then walks into Jon's room and sees Marcus on the floor torn in pieces. Jon starts typing on Dr. Poque's computer to gas the whole place and kill everyone when the power goes out and Horatio comes in and beats up Jon in a fit of rage. As Jon gets up, Dr. Poque shoots him and kills him.
Later, everyone is hanging out and having a good time, Horatio has even taped up and fixed Marcus, Trigger Serious has finally come out of the Mega64, and Sean says that he's gonna go find FALZ and find out who really made the Mega64. Suddenly, just as Dr. Poque is about to say what he learned that day, a giant evil rabbit in a Santa Claus costume, known as "frankie.jpg", bursts into his room punches Horatio in the face, knocks over Marcus who is yelling "Help me!" and attacks Dr. Poque who is left screaming "it's loose!"
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