When Rocky and Bullwinkle want an interesting story to tell at their upcoming reunion, they accidentally take off for space in a very real rocket.

A super-powered Rocky almost defeats Fearless Leader, but accidentally overdoes it, driving Fearless Leader to take his powers into space for the ultimate space take-over-the-world evil plan.

Bullwinkle reunites Cloyd with his parents who then take him to outer space to stop Fearless Leader and rescue Rocky.