Through some sort of nonsense involving planet alignment (because that's how these things always work) Buttinthole arises from her coffin...tomb...thing on her home planet of...it's a white planet...and flies off towards earth, um, in this plane she owns I guess.

She arrives at Fat Minister's mansion to destroy him because he is, according to her, the only thing that stands in the way of her making full use of her powers. After killing Fat Minister and most of his henchmen, Buttinthole grows real big and goes off to wreak havoc on a nearby city. Fat Minister (who is not only already resurrected but has also grown to Buttinthole's size) interrupts her and convinces her that they should join together to search for the Jorwallis Pendant because with the power of the Pendant "[She] could be a GOD!"

A series of shennanegans leads the two to arrive at Mashashizzy Temple where they realize they've gone to the wrong location altogether so they then make their way to Mashashoozy.

However, Buttinthole has alterior motives as she first brings Fat Minister to Lord Rizzleborn's hut where he gives them the Jimmy Gems, which gives them the ability to fly.

They make it to Mashashoozy Temple in record time where they find the two Explorers. They question them as to the whereabouts of the Pendant and are told that it is not there, but an I.O.U. from Professorman Johnson has been left in its place. Fat Minister has a quick flashback about eggs (yes, eggs) that reveals the whereabouts of Professorman Johnson's cafe and he and Buttinthole head there quickly because Fat Minister has sensed that the Pendant is already being put into use.

They get to the cafe and find that Wisegay has been released from the Pendant and Professorman Johnson, Cuz and Steven!, and the two explorers are fighting over ownership of him (and the Pendant). Buttinthole and Fat Minister step in and steal the thing and then go flying off into outer space.

A bunch of crazy fighting happens in space. Needless to say, Buttinthole and Fat Minister lose the Pendant and the Jimmy Gems and all the heroes band together to push Buttinthole back into her tomb.