The episode opens up with Shake and Meatwad watching an instructional video on how to play ridiculously difficult and overblown electric guitar solos (starring Matt Maiellaro). Shake tries incompetently to replicate the licks in the video, while Frylock is building a time machine in the background. Meanwhile, Meatwad goes to check up on Frylock's time machine, expresses the viewpoint that his machine is "dumb", but also notices a strange protrusion on Frylock's face, somehow guessing that it looks like a melanoma.
As Shake continues to fumble incompetently with the guitar, Meatwad eventually takes it away from him and plays a skillful lead solo, much to Shake's outraged amazement. Meatwad informs Shake that the problem isn't his gear, it's that he's got "baby hands", and (in a rare act of him actually being the provocateur against Shake, instead of the other way around) encourages him to go stuff his hands in a beehive so they'll swell up. Shake thinks this is a great idea, and but the bees quickly sting him all over his body and in his eyeballs, causing him to collapse into unconsciousness. When Frylock wakes him up, Shake is horribly swollen and covered in welts, and Frylock's facial blemish is now even more ominous looking, enough so that both Meatwad and Shake urge him to go get it checked out by a doctor.
Frylock goes to see his doctor, thinking his blemish is just a simple skin irritation; however, the doctor is deeply suspicious and concerned by the blemish, which frightens Frylock. The doctor takes a biopsy, the results of which will not be available until later in the week. Sullen and worried, Frylock returns home and continues working on his time machine, as Shake and Meatwad (in typical brilliance) challenge each other to eat a scorpion crawling around on the living room floor. Shake eventually agrees to swallow the scorpion, and while he is choking horribly, Frylock gets the call from his doctor he'd been fearing: he has malignant melanoma skin cancer. He quietly announces the doctor's finding to Meatwad, who naively suggests he inform his doctor that he's mistaken, but unfortunately real life doesn't work that way. Frylock inquires as to what's wrong with Shake, who is lying unconscious and purple-faced on the floor: Meatwad informs him he's dead, since "[that] dumbass ate a scorpion".
As the episode continues, Frylock undergoes chemotherapy, looking progressively more tired and sick, as well as losing many of his fries, which he dons a baseball cap to cover. Shake, Carl, Meatwad, and Andrew W.K. try to cheer him up by throwing him a party ("GET WELL ASSHOLE!"), but this just irritates Frylock, who is too sick and miserable to enjoy it, and he goes into his room to rest. Carl, with typical tact, comments that he "Looks dead already", which Frylock overhears. All three are concerned that Frylock may die. Shake, in a rare moment of selflessness and empathy, admits that Frylock is "in this all by himself" and that he needs the three of them to be strong for his sake. Shake resolves to do the best he can (in his utterly stupid way) to help him, and he identifies Frylock's time machine as the solution.
Of course, being an idiot, he doesn't suggest they use it to go back in time before he had cancer (likely to find out what caused it and prevent it from happening), or something similar, but instead proclaims they're going to break it apart, light it on fire, and smoke the cancer out. This idea (predictably) just burns the house down, and now poor Frylock (who's not supposed to be out in the sun), has nowhere to live, so he goes to temporarily live with Carl. Shake meanwhile straps himself to a rocket so he can "blow up the sun" on Frylock's behalf. The rocket, however, explodes in the sky.
Later, Frylock returns to the doctor for further test results, and he discovers the latest tests were negative. The doctor, however, claims that aliens have landed and that they must join together to stop them, just as they arrive, kidnap the doctor, and start destroying the office. This all turns out to be a dream of Frylock's, and he awakes at the doctor's, who tells him the tests were negative, this time for real, and he should be fine. He just has to stay out of the sun for a while.
- Live Action Guitar Solo (Matt Maiellaro)
- Master Shake
- Carl Brutananadilewski
- Boxy Brown
- Andrew W.K.
- Master Shake is bitten by a scorpion and dies of poisoning.
- Master Shake dies in an explosion when lighting a rocket.
- When Meatwad rewinds the tape of the Guitar Man the fourth time, the man can be heard saying "You're a dick."
- Look closely: the name of Shake's amplifier is "Weird", which may be a direct reference to Dr. Weird. It should also be noted that the guitar Shake is practicing on is the same guitar Dr. Weird is seen using in the episode "Mayhem of the Mooninites."
- This is one of the very rare episodes that shows Master Shake's kind side, and the first time Carl actually appeared to care about Frylock. Not only this, but Shake surprisinglly acts more supportive and compassionate towards Meatwad when the latter fears that Frylock may die, to the point of even hugging him to comfort the younger Aqua Teen when he is on the brink of tears. This may acts as proof that somewhere, Shake actually cares for Frylock and Meatwad (which could make sense since they are, in a sense, brothers). It could also be considered the most dramatic episode of the series.
- The banner made for Frylock's get-well party says "GET WELL ASSHOLE".
- Dewey, Vanessa, and Boxy Brown, the three main dolls of Meatwad, all make a short appearance in the episode. They appear at Frylock's get-well party.
- The aliens in Frylock's dream are villains or monsters from the show mixed together. Specifically, Willie Nelson's body, Mothmonsterman's wings, and the Universal Remonster's head.
- This is the first episode in which Shake dies multiple times, this would later happen again in "Juggalo" and "Shirt Herpes".
- Meatwad: What are you makin'?
- Frylock: A time machine.
- Meatwad: That's dumb.
- Frylock: Really?
- Meatwad: Yes.
- Frylock: Well, Mr. Smartypants, have you ever gone back in time?
- Meatwad: I farted my way out of an elevator.
- Frylock: That's not the same thing.
- [Shake is about to stick his hands in a bee's nest to make them bigger.]
- Master Shake: This is totally gonna work.
- Meatwad: Okay, I'm inside and I got your doors and windows closed. Go on and do it.
- Master Shake: Roger that.
- Shake sticks his hands into the nest.]
- Meatwad: How does that feel?
- Master Shake: I can feel them getting bigger.
- Meatwad: They-they look like they getting you in the eyeballs too.
- Master Shake: Well, I know that. If I rip any solos with my eyeballs, I'm gonna need the bee's venom to enlarge them. You know, otherwise I get on stage looking like a big asshole, and I am not that.
- Andrew W.K.: [Jumps out from offside and begins singing 'Party Party Party']
- Master Shake: All right!! Andrew W.K, live in our living room!!
- Meatwad: What did your doctor say?
- Frylock: He says I have cancer.
- Meatwad: Well did you... did you tell him that you don't?
- Frylock: Meatwad, I'm afraid it doesn't work that way.
- Master Shake: MAGAZINE WAR!! (Throws a magazine at Meatwad)
- Meatwad: (Returning fire) "Better Homes and Gardens 1"!
- Master Shake: Eat my "Redbook"!
- Meatwad: "Better Homes and Gardens 2"!
- Frylock: (Finishing time machine) That's it! Now, who wants to make history and go back in time?
- Master Shake: (staring at a scorpion on the floor) Yeah, we're busy.
- Meatwad: Eat it.
- Master Shake:YOU eat it.
- Frylock: You could meet president Lincoln!
- Master Shake: Lincoln's dead!
- Meatwad: I'll eat it.... if you eat it.
- Master Shake: All right, deal! Wait a minute... how are you gonna eat it after I eat it?
- Meatwad: Look, you eat it, then I go back in time to before the time that you eat it, then I'll eat it.
- Master Shake: Okay. (Eats scorpion)
- Meatwad: What did your doctor say?
- Frylock: He says I have cancer.
- Meatwad: ...well, did you tell him that you don't?
- Frylock: I'm afraid it doesn't work that way, Meatwad.
- [Frylock sees Master Shake laying on the floor.]
- Frylock: What's, uh, what's wrong with him?
- Meatwad: Oh, he's dead. Dumbass ate a scorpion.
- Carl: Oh God. Looks like he's dead already.
- Frylock: Thanks Carl. I appreciate that.
- Master Shake: Gentlemen, we have a time machine, and this is the key to Frylock's health. We can break it apart, light it on fire, and smoke the cancer out!
- Meatwad: Well, don't smokin', like, cause cancer?
- Master Shake: That has never been proven.
- Meatwad: I'd get me a physical.
- Frylock: Oh, really? And who's your doctor?
- Meatwad: Dr. John. Ol-Olivia N-Newton John. [Dancing] I get physical, physical. On ya face, boy, on ya face. [Laughs]
- Master Shake: (duct-taped to a rocket, talking to Frylock) Hey! Time to destroy the sun, right now buddy, and it's ALL for you baby! FRYLOCK FOREVER! Light it up, Meatwad!
- Meatwad: Already done it, like 5 minutes ago.
- Master Shake: Wait! I need my goggles! I need my UV ray gogg- (the rocket explodes)
- Doctor: Well, uhh... we got your blood work back...
- Frylock: And?
- Doctor: No apparent traces of cancer in the lymph nodes.
- Frylock: Oh, God, thank you! You have no idea how great that is to hear!
- Doctor: But, uhhh... listen..... Aliens
- Frylock: What?
- Doctor: Yeah, the aliens are coming. For us, you and I. That's why we must merge as one, together to defeat them, and their lasers.... (aliens fly into the room, shooting lasers, and carry the doctor away)