When funds for the Mega64 project start to run low, Dr. Poque decides to try turning the Mega64 into a reform tool for criminals in order to sell it to prisons, another one of his 'brilliant' get-rich-quick schemes.
Dr. Poque makes a bet with Horatio that he can get one girlfriend, while Derek and Rocko realize this is the perfect opportunity to make their escape.
A mysterious power surge allows a webcam user to see into Dr. Poque's lair, while Dr. Poque takes advantage of the portable gaming fad by selling a portable version of the Mega64.
One of Dr. Poque's friends from college shows up for a visit, but things take a turn for the worse when the compound is invaded by a dangerous terrorist, named Danny America.
Poque, Horatio and Marcus get involved in their own personal battle of the bands while Rocko, Derek, and Sean delve deeper into the secret origins of the Mega64.
Poque thinks back to the events leading up to Project Mega64 and a new beta tester joins the compound.