The Big Cheese gets a picture of a potato farmer who looks mysteriously like Emperor Fred. Al Dente then sends the Pizza Cats to find the nanny that raised the Emperor, in hopes that she can identify the true Emperor. However, Big Cheese knows of the plan and sends the Ninja Crows and the Rude Noise to get her first.
A dark cloud fires a ray that freezes a bunch of kids solid in ice. Seconds later, it melts them, and then flies off, unnoticed. At the Pizza Parlour, a bunch of kids are pushing Professor Ohm's son. A fight commences between Speedy and the kids but are interrupted by Francine. The boy explains that his father is out late and that his dad invented a device that can increase the power of any machine.
There have been reports of strange noises in the palace, and a nightwatchman has been hired to investigate and discovers a giant bug and runs in terror. Meanwhille, Princess Vi decides to quit school as Speedy has a slight cold. The Council Members believe that there is a ghost amongst them while Princess Vi is excited and wants to meet this spirit. Working on his latest scheme, Cheese wants his minions to create a giant carousol that would spin Little Tokyo. When the workers are tired, they order pizza and Francine wonders why the group wants so many pizzas and discovers that it is the Big Cheese. The Pizza cats decide this is a chance to investigate the cellar of the palace. When Speedy rushes into the palace, he bumps into Princess Vi and the two discover a robotic bug and try to escape. The robotic bug continues to find and attack them and it is finally destroyed in a room full of machines, and exposes Big Cheese's plan with the carousol.
Speedy is serving a pizza to Lucille but then Guido pops up and steals the Pizza to deliver it Lucille. As they continue to reach their destination, they continuously steal the pizza from each other. When Speedy gives it to Lucille, Guido says that Lucille and he are in love, and the two get into a brawl. Lucille stops them by blow them up. Bad Bird sends out a giant, robotic dragon and it wreaks havoc on Little Tokyo. Speedy and Guido notices Ninja Crows inside the Dragon and they decide to defeat this machine before it demolishes every structure in the city.