Kimmy takes Newton to Sherman High's annual Scary Mary party and Ilana and Lance reluctantly go along. A Mutraddi shapeshifter lands in the woods nearby and infiltrates the party, disguising itself as various of the humans present.
Flashback to the day the King of Galaluna was overthrown by the Mutraddi. Lance was the first to catch on to the betrayal while Princess Ilana and her loyal bodyguard try to make it back to her father.
Ilana proposes helps to organize the Homecoming dance and bases it's theme on the Galalunian Harvest Festival. Even Lance is forced to find a date since Octus/Sherman is dating Kimmy and Ilana is taking Jason.
Solomon offers help to the Galalunans and tries to reactivate Octus at G3 Headquarters. But General Steel takes this opportunity to launch an attack on G3 with his H.M.E.R. (aka The Hammer). In the middle of the battle, the Rift Gate opens.