One night on the Stellosphere, Miles and Loretta go over their plan to surprise Leo and Phoebe with popcorn on the Holo-Pad. Stella then tells Miles and Loretta that they have an incoming call from the Star Jetter. Miles then reminds Loretta and M.E.R.C. not to spill the beans about the surprise. Leo and Phoebe call telling Miles and Loretta that they are on their way back from the Tethoscape supply run. Leo then asks Miles and Loretta what is "popping" at home. Miles then hides the Holo-Pad and Phoebe figures out that Miles and Loretta are up to something. Miles then explains Loretta is helping him with a surprise in the kitchen, with Loretta hinting to Leo and Phoebe that they are not getting one "kernel" of information from them. Phoebe tells them that they are excited to see what it is, with Leo reminding Miles and Loretta that their bedtime is coming up in nine minutes. Miles and Loretta then promise their parents that they will be in bed by the time they get home and they are already in their pyjamas. Leo then tells M.E.R.C. that as designed kid-sitter it is up to him to keep track of the time. After the call ends Leo wonders what Miles and Loretta are cooking up and Phoebe agreeing also wonders if the real surprise is that if their kids are actually in bed when they get home.
Miles and Loretta then run into the kitchen excited for their plan. Miles thanks Loretta for helping him write the most "snap-tastic" computer code ever. Loretta then decides that it is time to test the code out. Miles then types the code on the Holo-Pad ready for the popcorn to pop out of the machine, but nothing happens. When Miles tries it the second time, only one popcorn pops out. Miles wonders what happened and Loretta thinks there might be an error in the code but reassures Miles that trial and error are natural parts of learning. Miles then tries changing the code, but instead of popcorn, the machine sends out lots of corn making a big mess. Miles then fixes the code, which stops the flying corn, then he tells Loretta that he and M.E.R.C. will clean up the mess in a nanosecond. M.E.R.C. shows Loretta and Miles that they have seven minutes and twenty-five seconds left until bedtime, which Loretta points out is not enough time to fix the mistakes in Miles' code. She then tells Miles that they will have to save the snack surprise for the morning and that she is going to bed. Miles and M.E.R.C clean up the mess. Miles knowing that he is pretty fast at doing things decides to try and fix the snack code himself before bedtime. Miles then types the code on the Holo-Pad which then dings, and the machine starts pouring out a huge wave of popcorn, which makes another mess. Thinking he almost has the code figured out Miles tries to fix it again, but M.E.R.C. shows him that there is only six and a half minutes 'til bedtime left on the clock. Miles and M.E.R.C. then stuff the popcorn into the pantry. Miles then decides that there will not be any surprises tonight and goes to bed not noticing the Holo-Pad turning red and beeping rapidly.
M.E.R.C. shows Loretta, who had finished brushing her teeth, that there is six minutes left until bedtime, which Miles points out is plenty of time to get to bed before their parents show up. As Miles brushes his teeth the lights on the Stellosphere go out. Loretta asks Stella if she turned them off. Stella confirms that she did not and turns them back on. Then all of a sudden the technology starts going haywire. Miles and Loretta wonder what is wrong with the hover bike and the blast jet. Miles gets on the hover bike trying to stop it, but he spins out of control and falls off, After M.E.R.C. catches him, the three of them run into the living room, seeing their stuff completely out of control. Miles tries to call Phoebe and Leo, but he cannot get through to them and the Star Jetter is out of Questcom range. Noticing the holo-pad flashing red, Loretta asks Miles if he kept working on the code after she went to bed, to which he answers yes. Loretta tells him the changes he made has effected the Stellosphere and all the tech aboard. After dodging the flying tech, Miles asks Stella to turn off all the malfunctioning tech to which she does but instead turns the gravity off. When Loretta asks Stella why she turned off the gravity, she tells her that she is losing control of her system. The Stellosphere then blasts off through space causing the Holo-Pad to float away. Miles tells Stella to shut down the ship's engine, but Stella cannot, because his code has compromised her main frame. In order to avoid permanent damage to her system, Stella goes offline. M.E.R.C. then shows Miles and Loretta that they have four minutes until Leo and Phoebe show up where the Stellosphere used to be. Miles and Loretta start to think of a game plan to get the ship back under control. Miles then comes up with a plan involving him to go up to the bridge and steer the ship, Loretta getting the gravity back on and fixing the bad code, and M.E.R.C. turning off as many of their stuff as possible. Then they split up to put the plan in action.
Loretta floats through the hallway to grab the Holo-Pad, but the blast jet takes it from her and she chases after it. M.E.R.C. heads to the main hangar to find other equipment flying out of control. Miles makes it to the bridge, but one of the chairs hits the steering wheel causing it to spin around. In one of the hallways, Loretta uses the hover bike to grab the Holo-Pad. M.E.R.C. lands in one of the exo-flex suits. Loretta rides to the main access power room to turn the gravity back on, causing everything in the ship to fall back down. Miles then grabs the steering wheel and gets the steering under control. Loretta, on her questcom, asks Miles if he can get the Stellosphere back where it was, to which Miles answers yes and pilots the ship back to where it was. Loretta fixes the code on the Holo-Pad and then works on getting Stella back online. Miles informs Loretta and M.E.R.C. that they are back right where they started from and they have one minute left to clean up and get to bed. As they clean up the ship, Miles sees that Phoebe and Leo are almost home and there is thirty seconds remaining. As Phoebe and Leo leave the Star Jetter, they notice that everything seems quiet and check to see if Miles and Loretta really made it to bed. Miles and Loretta rush to their bedrooms and Miles gets into bed just as the time runs out. Miles remembers to turn out lights and uses his Lazerang to do so. Leo and Phoebe check Miles and Loretta's bedrooms and find them both in bed, then they head to the kitchen to see what their surprise is with Leo hoping it is a snack. Miles calls Loretta on his questcom to tell her that they kept their promise to get to bed on time. Deciding to leave it until morning they promise each other to tell their parents about what happened on the ship. Miles still wishes he could have finished the snack code, to which Loretta tells him that she fixed it when she overwrote all of his bad code. Miles thanks Loretta and calls her the "best big sister in the history of big sisters" before saying goodnight to each other and go to sleep. Leo and Phoebe walk into the kitchen and discover their surprise snack as the machine pops out the popcorn into a bowl. Leo opens the pantry to put away the groceries, but gets hit by the popcorn that Miles and M.E.R.C. stuffed in. Phoebe and Leo think it was part of the surprise and continue to enjoy the popcorn.
- Justin Felbinger as Miles Callisto
- Fiona Bishop as Loretta Callisto
- Olivia Munn as Phoebe Callisto
- Tom Kenny as Leo Callisto
- Dee Bradley Baker as M.E.R.C.
- Grey DeLisle as Stella
- Miles and Loretta are seen in their pajamas throughout the whole episode.