Episode transcript (provided by phantym)
The Righteous Indignation arrives at a grayish brown planet called Sludge, which an annoyed Deadeye Duck calls "the armpit of the aniverse." The Righteous arrives and is cleared by the underground top-secret S.P.A.C.E. monitoring station headed by Major Bottlenose, which listens in on toad broadcasts and communications.
The frigate is admitted via a secret door concealed in one of the thousand of garbage heaps dotting Sludge, as three green-skinned hooded figures watch. The leader, Dr. Hopkins, comments that The Righteous Indignation is the perfect ship for them to steal. The second, nervous one, Dr. Croakley, uses a device that records the door's access code, and then the three approach the garbage heap.
Inside, the Righteous' crew is greeted by Major Bottlenose's assistant, Dexter, who is an octopus, to Deadeye's surprise. Bucky, Jenny, and Deadeye put on diving gear and follow Dexter to the main part of the station, which is located underwater due to Bottlenose and the rest of his men being dolphins. Bruiser and Blinky are left with the ship. Outside, the three hooded figures approach, but Croakley's recording device is broken and won't transmit the access codes.
Inside, Bruiser can't get the food dispenser to give him any more bananas because it is out. Blinky suggests he go buy some at a market in town while Bruiser guards the ship. Meanwhile, Bucky, Jenny, and Deadeye meet with Major Bottlenose, who shows them a Toad TV commercial that is actually a coded message from KOMPLEX to his troops about a powerful weapon called the matter transmuter located on the abandoned world Toxus III. Since the weapon, as its name implies, can transform matter into anything, Bucky realizes they must get the device before the toads do.
Meanwhile, Blinky returns from buying bananas, and when the door of the base opens to admit him, the three hooded figures get inside. They are frightened of Bruiser, who pulls off the hood of the third one, Dr. Wartimer's, revealing them as toads. Wartimer is thrown out of the base, but Croakley freezes Bruiser solid with an ice gun. Instead of taking the ship, Hopkins kidnaps Blinky, and the three run away.
Later, Bruiser is found thawed and unconscious, and although dismayed by Blinky's abduction, Bucky says they must acquire the matter transmuter first. He does contact Dexter and have him use his scanners to search for Blinky. The android has been taken to the toads' disabled ship, and Dr. Hopkins says they intend to use him to replace their ship's computer so it will fly.
Meanwhile, on Toxus III, the toads have successfully acquired the matter transmuter. Due to the lack of Blinky, Jenny contacts Willy to act in his stead. He arrives in the aniverse to find the mammals already in battle with the toads, and he has to fix the engines, which are clogged from Sludge's polluted atmosphere. The toads win, however, and escape with the matter transmuter. The Air Marshal wonders what new medal KOMPLEX will give him, but KOMPLEX chides him for failing to kill Bucky O'Hare. He then schemes to eliminate Bucky once and for all using the newly acquired matter transmuter.
To lure the mammals into a trap, the toads send a false coded message explaining that KOMPLEX's original three programmers (Dr. Hopkins and his colleagues), who were put in a state of suspended animation and left adrift in their ship, have been located. Falling for the trap, Bucky, who sees the advantage of having the scientists who built KOMPLEX, heads right out to the supposed ship and boards it with Willy, only to find that the Hopkins, Wartimer, and Croakley aboard are fake.
The Indefatigable appears but is quickly revealed as a toad ship in disguise. The Air Marshal, doing a superb impersonation of Commander Dogstar, uses the matter transmuter to turn the Righteous' engines into a huge boat anchor, leaving them helpless. He also turns the top part into a big, goofy toad harlequin head that disables Deadeye's guns, and then turns the Toad Croaker (with Bucky and Willy on it) into icy sludge.
The mammals are saved, however, by the arrival of the real Dr. Hopkins' ship, which, piloted by Blinky, rams the toad vessel. The matter transmuter is sucked into space by a hull breach and winds up in the hands of Willy aboard the toads' duplicate of Hopkins' ship, who uses it to undo the damage wrought upon the Righteous and the Toad Croaker. He also turns a nearby planet into a gigantic baboon-like monster, which succeeds in frightening off the toads. The matter transmuter then overloads and harmlessly explodes.
Afterward, Hopkins and his colleagues release Blinky in return for safe passage to Genus so they can be safe from KOMPLEX. At the snack bar on Orwell Station, Bucky asks them if there is a way to disable KOMPLEX. An annoyed Wartimer reveals there probably isn't: If they'd known how, they wouldn't have let him take over. Bucky is thoroughly depressed.
This episode is available on the US video "The Kreation Konspiracy" and the UK video "Kreation Konspiracy."