Acmetropolis is under the spell of the Fuz-Z, adorable and pliable living bio-pets. Everybody, including Duck and Lexi, wants one.

Just when Duck swears off all technology, Acmetropolis comes under attack from a villainess named Black Velvet. Determined to bring darkness to the entire planet, Black Velvet has stolen some high-tech inventions to fulfill her plan.

An ambitious TV news assistant is struck by lightning and transforms into the delicious and evil Weather Vane. Her first order of business is to blow her boss and arch nemesis, the bitchy weather reporter Amber Waves, sky high.

Sections of Acmetropolis are literally being turned upside down when a crazed geologist who lives beneath the planet's crust is determined to turn the world "inside out" to create a new home for himself and his boulder beasts.

An evil ringmaster develops a technology to transform humans into a wide variety of hybrid creatures for his traveling space circus. One of the animals, a monkey-lizard hybrid escapes and tries to warn the Loonatics.

The team must stop Massive, a robber who can manipulate gravity for his own purposes.

The supervillain, Sypher, steals the powers of the team.

Ace wakes up from a frightening dream where he's about to be crushed by a giant Troll-bot, only to have a disturbing sense of déjà vu as he starts his day.

A mysterious MacGyver-type brainiac named Mallory Mastermind escapes from a high security underground prison with the help of a simple ballpoint pen that she turns into her own robot helper.

Four villains who have battled the Loonatics in the past miraculously escape during a prison transfer right under Duck's nose. They're transferred to a planetoid in space where they meet their liberator Optimatus.

In Part Two, Zadavia tells Ace and the team that she and her brother Optimatus are from another world and have different ideas about ruling it. She was banished by her brother and found a new home in Acmetropolis.