Galeo displays his new invention called the Minaturizer, which shrinks things. All-Star watchs the invention, but Dr. Strangesnork steals it without All-Star looking. Occy then follows him and his cat to his laboratory. They are caught by the scientist, which turns out to be Galeo's brother. He uses the minaturizer to shrink his mind swapper to take over Snorkland, but he uses it to swap Occy's and All-Star's minds. All-Star (as Occy) tries to warn governor Wetworth about Dr. Strangesnork's plan, but he dismisses him. Occy (as All-Star) then guides Casey to Strangesnork's lab. Meanwhile, the Snorks find out that All-Star is really Occy. Dr. Strangesnork then goes to the auditorium where the Governor is giving his speech. The Snorks catch up to him, but he gets away. But not before Galeo swaps All-Stra and Occy back to their original selves.