When Star discovers that the Bounce Lounge is closing, she and Marco enlist their old Bounce Crew to make sure the party continues.
Pony Head arrives at the Diaz House in rainbow tears to announce to Star that their original hang out, The Bounce Lounge, is closing for good. The two of them, along with Marco, head there where they meet Milly Sparkles, the owner of the Bounce Lounge. She reveals that business has dried up as hardly anyone comes to party there anymore. Having resigned herself, she announces that there is no way to save the club. Star and Pony Head cannot help, but feel that they are partially responsible for its closure as they too have not come for a long time and that they have not been in touch with the Bounce Crew for so long. They decide to recruit their old friends in an effort to bring the Bounce Lounge back to life.
They first find Kelly, who is depressed because Tad broke up with her. She decides to come anyway to get over him. They next get Johnny Blowhole, a dolphin who has forgotten what partying is when he started working for bunny pirates. They save him and get him back in the crew. They next go after Headphone Jones and Lady Scarfs-a-lot, a living headphone and scarf permanently stuck to a sleeping furry pill. Pony Head burns down their warehouse to get them back in the group. They all head back to the Bounce Lounge where Milly tells them that she is also in debt and needs "a bajillion dollars". The entire group decide to star partying to attract customers.
People begin arriving and partying with Marco counting the money. Eventually, Tad arrives and reunites with Kelly and Marco adds the last amount: $650. Everyone celebrates that the Bounce Lounge is saved, but Milly reveals that it was not the debt, but she was just tired of partying and reveals her old visage. She announces that she is closing the Bounce Lounge anyway and tells everyone to get out. The Bounce Crew return to Star's bedroom with Star and Marco agreeing that it is better to keep the memories. Pony Head reveals that she took the entire photo booth and the entire crew happily take pictures within it.
- Eden Sher as Star Butterfly
- Adam McArthur as Marco Diaz
- Constance Shulman as Milly Sparkles
- Dana Davis as Kelly
- Pauly Shore as Johnny Blowhole
- Greg Cipes as Tad
- The dimension of the seabunnies, featured in the opening theme song, is finally featured in an episode.
- This is not Johnny Blowhole's first appearance. He actually appeared in the comic book tie-in Deep Trouble.
- This is the first time we see Kelly and Tad break up, something that happens throughout the show.