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NOS-4-A2 overthrows Zurg and together with XL, takes over Zurg's palace. When Team Lightyear investigate the sudden appearance of vampire hornets, they discover NOS' ultimate plan, the creation of a new weapon that transforms everyone into "wirewolves", as Booster and Mira experience first hand.
- Chronologically, this episode is the last real appearance of NOS-4-A2 and XL, as the former is killed off, and the latter becomes a good guy at the end of the episode.
- Patrick Warburton as Buzz Lightyear, LGMs
- Stephen Furst as Booster
- Nicole Sullivan as Mira Nova
- Adam Carolla as Commander Nebula
- Craig Ferguson as NOS-4-A2
- Neil Flynn as XR
- Bobcat Goldthwait as XL
- Steve Hytner as Ty Parsec, Wirewolf
- Wayne Knight as Zurg
- Frank Welker as Grub, Senator