There have been reports of strange noises in the palace, and a nightwatchman has been hired to investigate and discovers a giant bug and runs in terror. Meanwhille, Princess Vi decides to quit school as Speedy has a slight cold. The Council Members believe that there is a ghost amongst them while Princess Vi is excited and wants to meet this spirit. Working on his latest scheme, Cheese wants his minions to create a giant carousol that would spin Little Tokyo. When the workers are tired, they order pizza and Francine wonders why the group wants so many pizzas and discovers that it is the Big Cheese. The Pizza cats decide this is a chance to investigate the cellar of the palace. When Speedy rushes into the palace, he bumps into Princess Vi and the two discover a robotic bug and try to escape. The robotic bug continues to find and attack them and it is finally destroyed in a room full of machines, and exposes Big Cheese's plan with the carousol.