The episode takes place back in New Year's Eve 1999, when all the characters gather in town to wave goodbye to the 90s, the 20th Century and the 2nd millennium. A large wooden effigy of the number 2000 is built by Handy, and will be burnt down at the arrival of the new year. Josh holds a pennant with MM (Roman numerals for 2000) and Sniffles comes by and talks with him. Flaky runs into them and warns them about the Y2K Bug before hiding in cover. Analogue and Digital arrive and begin the countdown.
Meanwhile, Pranky hacks into the computer database from home. He causes the countdown numbers to go backwards. The crowd of characters in town are confused by this until Flaky tells them it is the Y2K Bug. Everyone starts panicing. Fireball decides to light up the effigy and burns it, and Handy yells at him. Josh wanders around, looking at people panicing over the Y2K Bug, until Giggles and Petunia hug him in terror. Giggles says "Hold me bro!" and Petunia says "Hold me honey!"
Pecky smells the arma of burning wood and flies to the scene. On the way, the bumps into Lumpy's plane and sends it crashing into several other planes. Flaky sees the chaos and believes the Y2K Bug is coming in effect. Analogue and Digital notice the numbers counting backwards and think they should turn their time back. As they do this, they are unknowingly turning themselves younger. The numbers reach the 1980s and Hippy plays an 80s video game with Patriot.
The numbers reach the 1970's and Disco Bear shows off his dance moves. Up next is the decade of the 60's (the time of the Vietnam War), which causes Flippy to have flashbacks and flip out. He attacks Ale, Perry, Rip, Torn, Savaughn, Nippy, Crazy and Shelly, causing them to flip out as well. Pierce and Hoppy make good use of the chaos by preparing to bully Josh and Sniffles. However they run, as the crowd of flipped out characters starts mauling Pierce and Hoppy. Meanwhile, Analogue and Digital have become kids. Then it turns to the 1940s and 1930s when World War Two began.
Josh dodges the bombs and German and Japanese planes and runs to his house and barricades his doors to prevent the flipped out characters from reaching him. Just when he assumes he is safe, Flaky bumps into him looking for a hiding spot. It is revealed she got in through a low window she forgot to close, giving the characters a way in. Josh and Flaky hug each other as Flippy and the others step in. Josh brings out a machine gun and shoots all but Flippy (Millennium massacre he calls it).
Back in town, Analogue and Digital have become babies. The time numbers reach the 20's and Robo Star becomes 20's Robo Star, then shoots a nearby Trippy. Pecky reaches the wood effigy and pecks it, only to catch fire. Running around, he spreads it all over town. Handy jumps in a fountain for safety, only for Lumpy's plane to crash into him. The 2000 effigy collapses and a zero crushes Flaky. Analogue and Digital have become fetuses (actually clocks), then dissapear. Then the numbers change to the 1910s when World War One happened.
Meanwhile, Sniffles keeps running and bumps into Pranky's house, suspecting something. He bursts into Pranky's room to find him hacking the computer database. He angrilly grabs Pranky and yells at him for what he has done. Flippy bursts in and walks toward them. Quickly, Sniffles undoes the hacking and sets the numbers going back forward, but this doesn't save him or Pranky from Flippy's wrath. However, the time fix brings Analogue and Digital back to their normal selves. The new millenium finally comes into fruition, but only Lumpy cheers as he is the only one still celebrating. Josh says sadly "Happy Millennium Lumpy" and walks away. This causes Lumpy to feel upset.
It is revealed to have been a flashback of Analogue. Digital reminds him of the 2012 countdown and they start counting down again. However, the 2012 apocalypse hits when an asteroid slams into earth.
"You can't tell time counter clockwise."
- Pilots are killed when Lumpy crashes into their planes.
- Pierce and Hoppy are mauled by the flipped out characters.
- Most flipped-out characters (except for Flippy) were killed by Josh's "Millennium massacre" gun.
- Trippy is shot by 20's Robo Star.
- Pecky and numerous others are burnt.
- Lumpy crashes his plane into Handy.
- The 2000 effigy falls on Flaky
- Analogue and Digital become unborn (but revive).
- Pranky and Sniffles are killed by Flippy.
- Earth's population is killed by the asteroid in 2012.
- This is Analogue and Digital's debut.
- This episode references both the Y2K Bug and 2012 phenomenon (Doomsday theories which were proven false).
- Analogue and Digital's fetal forms were clocks.
- This is the first New Year's-themed episode.