Episode 1
A.B. is frustrated because Max never listens to him, so he suggests that Max create a new plastic parent -- and he does.
Episode 2
A toy manufacturer named Sticky Wicket can't think of a new idea for a toy, so he steals FX and pretends to have invented him.
Episode 3
Max is bored when he has to spend all day in a day care center, so he takes his baby friends into space.
Episode 4
FX's cord gets pulled out of shape and ruins his voice, so the gang goes back to Twinkle Twinkle in search of his doctor to fix it.
Episode 5
Max takes A.B. and FX to colorless planets (literally) with crayons, but after they meet color lovers Alan and Neil, things get out of hand.
Episode 6
The gang visits an interplanetary circus and discover that the ringmaster had kidnapped the animals and are making them perform against their will.
Episode 7
Max is bored with fairy tales until the gang goes into storybook world. Things are fine until FX's mischievous cousin comes along and makes everyone dance to music--which distracts them from their duties.
Episode 8
Zoe gets plagued with Nasal Bathrobe, the virus from Osirus, on the day of her birthday party. Max and company have to capture the virus or else never go into outer space again.
Episode 9
Zoe grows a giant carrot for a vegetable competition, but the carrot, named Rooty, appears to be alive. He enlists Max's help to save him from a rabbit named Fatso, who wants to eat him.
Episode 10
Episode 11
Episode 12
Max's father buys Max a toy dragon, which Max names Stitches, and FX brings him to life. The gang take Stitches through time via the rocket, but Stitches is a baby at heart, which gets him into trouble.
Episode 13
FX is deeply homesick so he ponders going back home to Twinkle Twinkle, but Max is reluctant to let him go.
