Rushing to investigate a disturbance downtown, the X-Men find Sabretooth on the rampage again, but realize too late that it isn't really Sabretooth at all. It is the Phalanx, a voracious alien life-form that can assume the guise of anything or anyone. Before long, the X-Men are all captured, except for Beast, who must find a way to stop the alien horror from devouring the entire Earth.

Snatched from the jaws of the Phalanx by the villainous Mr. Sinister, Beast and Forge search for allies to help them battle the alien threat. Gathering assistance from such unlikely sources as Magneto and Sinister himself, they embark upon a daring and risky plan to free the planet from the clutches of the Phalanx by traveling straight into the belly of the beast.

After endless talk shows Slappy the Squirel goes nuts and has to be taken to a place to get help. Skippy refuses to accept this and takes on the responsiblity of getting his aunt back to normal.

In a parody of the Disney film Beauty and the Beast, the Warners walk through a forest and encounter Taz. Dot takes a liking to him.

In this parody of Forrest Gump, Chicken Boo pretends to be Forrest Boo. He is present at a number of historical events, but in the end he is exposed as a chicken as he is about to give a speech at a peace rally.

Wakko tries to write a letter to Santa. When he misspells Santa's name, Yakko corrects him in song.