Louie, Bear, and all their friends have settled into the good life in the Land of Anything Goes after their defeat of Hairy Larry. That is, until the villainous Panda Brain hits the scene and finds the Imaginator, a device that can create or transform anything the user imagines. Soon, wild things start happening: all the kids start going through odd changes, they keep getting attacked by a shape-shifting, lightning-generating monster, and the Land literally starts raining fish! Will the group be able to get home before the transformations are permanent, or will they be doomed to a new (and burrito-less) existence forever?
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