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Booster gets in trouble when he is discovered to still be in contact with Becky from Roswell even though Roswell is still an undeveloped world. Around that time Zurg invades Roswell and takes it over, with plans to build and deploy a surprise attack fleet to conquer Capital Planet. When Buzz decides to take Booster with him to Roswell's system on a patrol mission to cheer him up, they discover this and the two must work with Roswell's military at foiling Zurg's plan.
- Patrick Warburton as Buzz Lightyear
- Stephen Furst as Booster
- Neil Flynn as XR
- Nicole Sullivan as Mira Nova
- Frank Welker as Grub
- Stephen Root as Sheriff
- Corey Burton as General, Floyd, Soldier
- Kath Soucie as Pa Voice, School Teacher
- Peter MacNicol as Major
- Wayne Knight as Zurg
- Russi Taylor as Becky
- In an ominous prediction for Toy Story 3, Zurg request a garbage incinerator for its new base, rather than a smasher garbage because it would be much more difficult to escape.
- In this episode, Zurg claims he is the father of Buzz , like in Toy Story 2.
- At the end of the episode, when he plays at the tea party, Buzz wears the hat and apron that was in Hannah's tea party in Toy Story.