A group of bullfrogs, who have had all the water in their pond dried up, start to invade the farmhouse for water. There, they enslave Courage and his owners, forcing them to act like frogs. Two alien teddy bears blast the citizens out of sight when they are looking for a giant worm. Courage discovers the worm outside of the farmhouse, and it reacts whenever he plays a tuba. The space bears come to the scene, and reveal that the little worm is actually a space worm owned by an intergalactic childish human girl named Tulip. As Muriel and the two teddy bears are swallowed by the beast, Courage must take the worm to outer space before Muriel and the bears are digested.