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When a spectral alien head called Guzelien, proclaiming itself a higher power known as the Heed, convinces both Star Command and Zurg's forces to disarm in the name of peace, Buzz is unconvinced that this is true and discovers Guzelian faked his supposed "higher beinghood" and is merely softening up the galaxy for an invasion by the Heed forces by having its two greatest defense forces dismantled. Working with Zurg, Buzz must stop the invasion and save the galaxy.
- Patrick Warburton as Buzz, LGM
- Stephen Furst as Booster
- Larry Miller as XR
- Nicole Sullivan as Mira Nova
- Frank Welker as Grub
- Wayne Knight as Zurg
- Roz Ryan as Madam President
- Eric Idle as Guzelian
- Adam Carolla as Commander Nebula