Principal Feely wants every to find out about their race for a festival. So they set off, but Kurt and Douglas find their race hate each other because of a misunderstanding millions of years before. They try to stay friends, but they start to hate each.

On the day of the festival, Kurt has brought people from his race over, and Douglas has brought people from his race over. A fight ensues, but when Lloyd tries to stop it, they turn on him and Eddy. The chase them into a gravity well, and it's up to Kurt and Douglas to put aside their differences and save them before their faces get all streched.