Bighead and Dr. Brainio devise a way so that nobody would be safe from their carnivorous Cyber-Eel. When Ace and Gary arrive upon Bighead, Dr. Brainio, a beetle from Zolaro, Half-Scary and Lizardo hacking into their credit card accounts, Half-Scary blast Ace and Gary with a flesh ray, transforming them from animated characters to live-action ones, respectively as a way so that the gun malfunctions and "unanimates" everyone where the Cyber-Eel is a puppet.
| Directing | David Wachtenheim | Director |
| Writing | Robert Smigel | Writer |
| Writing | Stephen Colbert | Writer |
| Writing | Akiva Schaffer | Writer |
| Writing | David Wachtenheim | Writer |
| Writing | Jason Woliner | Writer |
| Writing | Brian Reich | Writer |
| Visual Effects | Dan Madia | Animation |
| Visual Effects | Steve Jackett | Animation |
| Visual Effects | Tom Wittee | Animation |
| Visual Effects | Don McGrath | Animation |
| Visual Effects | Dale Clowdis | Animation |
| Visual Effects | David Wachtenheim | Animation |
| Sound | Mike Fisher | Audio Post Coordinator |
| Sound | Steven M. Gold | Original Music Composer |
| Directing | Jason Woliner | Director |
| Production | Dina Moles | Producer |
| Directing | Neil Daly | Assistant Director |
| Camera | Aaron Phillips | Director of Photography |
| Production | Justus McLarty | Production Manager |
| Visual Effects | Graham Holly | CGI Director |
| Costume & Make-Up | Louie Zarkarian | Special Effects Makeup Artist |
| Costume & Make-Up | Brian Hemesath | Costume Design |
| Art | Teri Bella | Set Decoration |
| Production | Rhys Thomas | Post Production Producer |
| Editing | Adam Epstein | Editor |
| Crew | Brian Smyi | Stunt Coordinator |
| Crew | Alex Daniels | Stunt Coordinator |
| Production | David Wachtenheim | Executive Producer |
| Production | Robert Smigel | Producer |
| Production | Robert Marianetti | Executive Producer |
| Visual Effects | Robert Marianetti | Animation Manager |