The episode begins with Bill the Lab Guy showing the Action League the joys of stargazing through his telescope. The Flesh asks Bill what he and the rest of the League are looking at. Bill tells him, "The Stars", and The Flesh thinks they mean movie stars. He knocks them over and wants to look through the telescope himself. Bill starts to regret inviting the League over. When he looks through the telescope again, he sees a meteor headed towards Earth.