Frylock,a floating box of fries,Shake, a giant milkshake, and Meatwad, a ball of meat live in a small suburbia. Shake "borrows" the Insan-o-Flex, a workout machine from their neighbor, Carl Brutananadilewskiand and try to assemble it. They are missing a chip and head out to Dr. Wierds lab, the place the machine was made. They retreve the piece and Frylock feels he has seen that place before. They go home and finish the machine, Carl tries it and it turns into a giant robot that wont stop dancing, and it holds Carl captive working out. Now the team and their "friends", a pair of green and orange frat aliens who are not to smart, a robot who thinks he knows the secrets of everything, and the mooninites, a pair of two dimensional aliens who think they are the main beings, must embark on a journey to stop the Insan-o-Flex and figure out the secrets of Dr.Wierd and his lab.