Fry and Bender are out in New New York City. Suddenly, a big white-gloved hand pokes Bender in the back.
BENDER: It's okay, we don't want any trouble! Just take my friend's money! You can take HIM, too, if you want!
It turns out the "mugger" is a guy in an M&M-like costume.
MASCOT: Oh, I'm not MUGGING you! I work at the new mega-candy store, and I'm offering free samples! Would you like a bite of me?
FRY: I'm telling you, Bender, New New York has really CHANGED! I mean look at Times Square! You used to have to always be on the lookout for mugging, pickpocketing, and light stabbing! Now, it's all TOURISTY!
In the background, a nervous-looking bearded man holds up a sign that reads FREE HUGS. A group of robots are taking pictures of themselves.
ROBOT: Selfie mode activated!
BENDER: If it makes you feel any better, I picked your pocket a while back! Let me buy you a drink at a sleazy bar I know! It's right over…
Fry and Bender end up in front of a coffee shop called Sleazybucks.
BENDER: …here? My favorite sleazy bar got turned into a COFFEE bar? Aw, come on!
LATER, AT PLANET EXPRESS…
Fry talks to Leela as she works on the ship.
LEELA: Wait. So you're saying you miss the good old days before things were actually good?
LEELA: That makes no sense!
FRY: Things used to be more dangerous and fun! Right, Professor?
FARNSWORTH: Oh my yes! When I was a boy, DINOSAURS used to roam the streets! See?
Farnsworth points to a framed picture on the wall captioned MAD SCIENTIST CHILD CLONES DINOSAURS! In the picture, dinosaurs are tearing up the city with a smiling young Farnsworth in the foreground.
LEELA: Fry, it's not the CITY that's changed. This is just how people feel when they get older.
FRY: You think I'm OLD? Would an old guy drink this new, extreme, EXTRA-CAFFEINATED Slurm?
AMY: Step aside, gramps! Some of us are trying to work!
A LOT LATER…
Scene: Bender's closet.
BENDER: You still up?
FRY: So… much… caffeine!
BENDER: Yeah, well, be careful! You ain't as young as you once were. Not like me. Basically immortal!
FRY: (pulling on his jacket) Yeah, yeah… I'm going for a walk!
BENDER: And I'm going to sleep! Don't break a hip!
Fry walks outside on an empty street.
FRY: Where is everyone? This is supposed to be the city that never sleeps!
A man in a black coat and hat stands outside Mr. Puff's Cigar Shop.
FRY: Oh! THERE'S someone, right next to that cigar store!
The man shoots beams of yellow light from his hands and transforms the cigar store into Mr. Fluff's Teddy Bear Shop.
FRY: What th--?! Why did you do that? Wait… HOW did you do that?
STRANGE MAN: NO! You should be asleep with all the rest!
The strange man shoots lights from his hands.
STRANGE MAN: STREET LIGHTS!
Street lights appear and blind Fry.
The strange man is gone.
Scene: Planet Express meeting room.
FRY: And when I could see again, he was GONE!
LEELA: Sounds like quite the DREAM, Fry!
HERMES: Fry! You know the office rules!
FRY: Throw out all expired yogurt before it becomes sentient?
HERMES: Under that!
Hermes points to a sheet of paper taped to the wall that reads:
* THROW OUT ALL EXPIRED YOGURT BEFORE IT BECOMES SENTIENT!
* DON'T BORE ANYONE WITH YOUR DREAMS!
* ROBOTS MUST NOT KILL HUMANS!
In the last rule, the word NOT is crossed out with red marker. Bender stands next to the sign with a red marker clenched between his teeth.
FRY: Doesn't ANYONE believe me?
YOGURT: I do, buddy!
FARNSWORTH: Fry, would you mind being hooked up to a lie detector?
FRY: I'd love it!
Fry is hooked up to the lie detector.
FARNSWORTH: Right. There we go. All strapped in. Nice and snug.
FRY: Now what happens?
FARNSWORTH: You stay in here and stop bothering everybody while they're trying to work!
FRY: Bender? Stay awake with me, will ya?
BENDER: (going to his room) No can do, buddy! I downloaded a SAUCY DREAM from the Internet!
Bender's blind is shut over his eyes.
BENDER: …initiating dream sequence… Well, hello… What's a nice vacuum cleaner like you doing in a place like this?
FRY: Maybe everybody's right. It might have been just a dream. I should just have this can of Slurm EXTRA DROWSY formula and try to get some sleep!
Fry starts to drink the Slurm when he hears a familiar sound behind him.
Fry turns around to see the strange man standing in the room, which is now neat and tidy.
FRY: (dropping the Slurm) YOU!
STRANGE MAN: YOU! You are still awake?
FRY: (holding a pair of sparkling undies) Did you just clean the apartment?
STRANGE MAN: SOMEONE had to!
FRY: Where's Bender?
Bender (now "Bendy") comes out with a big smile, resembling Mickey Mouse and wearing white gloves.
BENDY: Hey, buddy! I'm BENDY, the robot that just wants to help!
FRY: YAAAH! Bender! What did he do to you?
Bendy wraps Fry in a hug while the strange man walks out the doorway.
BENDY: You sound tense! How about a nice stress-relieving hug?
FRY: No! He's getting away!
In the employees' lounge, Bendy is massaging Zoidberg with oil while Fry and Leela watch.
ZOIDBERG: I don't know what you're talking about, Fry. Bendy's ALWAYS been part of our team. He's so helpful!
BENDY: You're carrying a lot of tension in your INK SACS today, Doctor Z!
LEELA: You're saying you don't remember all the times he's helped us save the world?
Leela points to a framed picture of Bendy and the Planet Express crew captioned WORLD SAVED AGAIN BY THE BENDY BUNCH!
FRY: No! And you're saying you don't remember Bender?
BENDY: (holding a plate full of burgers) Who wants some of my famous Bendy Burgers?
HERMES: I do!
AMY: Me too, please!
ZOIDBERG: I'd step over my own mother for one! You don't want to know what I'd do for TWO!
FRY: But Bender is a TERRIBLE cook!
BENDY: Then it's a good thing he doesn't exist! Now eat up, buddy!
Fry grudgingly eats a burger.
HERMES: (whispering to Zoidberg) Zoidberg, draw up some commitment papers for Fry.
ZOIDBERG: (holding papers) I'm way ahead of you!
HERMES: (examining the papers) These don't say Fry's legally insane, they say he's legally DEAD.
ZOIDBERG: It's not the first time I've made that mistake! At least I don't have to dig him back up!
HERMES: It'll do! (to Fry) Fry, we can't have a LEGALLY DEAD person working here. You're FIRED!
ZOMBIE SCOTT (a zombie washing the windows): Hrrrm…?
HERMES: Not you, Scott. Technically you're UNDEAD!
Fry walks out of Planet Express.
FRY: Lousy Hermes. Lousy zombie Scott! I'll show them!
BENDY: And I'll help!
FRY: What? Why?
BENDY: It's what I do!
Fry and Bendy look out Bender's closet window.
FRY: Okay, we just have to wait until something starts happening! Help me keep an eye out!
BENDY: Will do!
Bendy's arm whirls rapidly in a circle toward Fry.
FRY: YAAAH! What are you doing?
BENDY: You wanted me to take your eye out!
FRY: No I didn't!
BENDY: Well, I'm going to need you to communicate more CLEARLY in the future!
FRY: Someone just came in! Get 'em, Bendy!
BENDY: Okay, but you're sure you don't want me to take your eye out first?
FRY: Just go!
WHAM! WHIRRR! AAAAAH!
FRY: What's wrong? What's happening… Bender?!
Leela stands over a beat-up Bendy outside in the hall.
BENDY: Not… Bender… I'm… Bendy…
FRY: Leela! What are you doing here?
LEELA: Your story's crazy, but YOU are my best friend, so… I'm going to believe you!
FRY: Oh, Leela, I could kiss you!
Leela lets out a long yawn, and her stinking breath fills the air.
FRY: (grabbing his chest) But let's get you caffeinated first!
LEELA: How's Bendy staying awake?
BENDY: Slurm makes a soda for robots packed with caffeinated nanites! But I think drinking it might void my warranty!
LEELA: (looking out the window) I see something across the street!
FRY: Bendy, get us there as fast as you can!
BENDY: Happy to help!
Bendy jumps out the window with Fry and Leela in his arms.
FRY: Do you have a JETPACK or something?
BENDY: No! You just said you want to get there fast. Falling is as fast as it gets.
LEELA: Grab that flagpole!
BENDY: Will do!
Bendy grabs a flagpole beneath him, and he, Fry, and Leela spin around wildly…
FRY AND LEELA: WHOOOOOOOA!
…then drop into a dumpster below.
ZOIDBERG: Oh hello, gang. If I'd known you were coming by, I'd have cleaned up the dumpster.
LEELA: No time for this! Something weird is happening across the street!
The strange man stands in front of a horse racing parlor across the street.
FRY: That's the guy I was telling you about!
LEELA: The one standing in front of the horse racing parlor?
The strange man shoots beams of light from his hands at the horse racing parlor and turns it into a pony petting zoo.
LEELA: He turned it into A PONY PETTING ZOO!
FRY: Oh, so I'M the only one who likes ponies?
The strange man is now facing Fry.
BENDY: I think he heard you!
STRANGE MAN: You again! You cannot stop me!
BENDY: We don't want to! We're here to help you!
FRY: No we're not!
BENDY: Well, I am! I'm Bendy the robot who just wants to help!
STRANGE MAN: Knock yourselves unconscious!
BENDY: Will do!
Bendy punches Leela and Fry.
Bendy, Fry, and Leela are sitting in front row seats in Madison Cube Garden.
FRY: *Moan!* What happened? Where are we?
STRANGE MAN: You are finally awake! You were becoming a bother, so we brought you to our hidden headquarters at MADISON CUBE GARDEN!
LEELA: Who's this "we" you're talking about?
FRY: Wow, front row! These are really good seats!
A crowd of identical-looking men appear behind the strange man.
STRANGE MAN: We are… THE DEVELOPERS!
FRY: Why are you messing with New New York?
DEVELOPER 1 (the strange man): We are making it BETTER! We use our telepathy to put everyone in the city to sleep while we do it!
FRY: Which extra-caffeinated Slurm stops!
DEVELOPER 1: Thanks for the reminder!
Developer 1 turns Fry's can of Slurm into a carton of milk.
FRY: Warm milk? You MONSTER!
DEVELOPER 1: Anyhoo, our people travel the universe using our powers to change things for the better!
DEVELOPER 2: Clean things up. Make the galaxy more family friendly!
DEVELOPER 1: Behold, on the primitive screen you call the Jumbotron! Three of your citizens!
On the screen, Hattie McDoogal, Roberto, and Sal appear, all sleeping.
HATTIE: Zzzzzz ka-jigger zzzzz!
ROBERTO: (stabbing the air with his knife) Zzz… happy birthday… time for a stabbing… zzz!
DEVELOPER 1: Developers… DEVELOP!
The Developers shoot light at the screen.
HATTIE: (standing in a garden, holding a rake) Time to tend my organic garden!
ROBERTO: (turned into a robot dog) Bark! Bark!
SAL: (wearing a track suit) I can't wait to run around the park!
FRY: What right do you have to do this?
DEVELOPER 1: (looking at the other Developers) ?
DEVELOPER 2: We ARE infinitely powerful.
DEVELOPER 1: Yes, I thought that was obvious!
DEVELOPER 3: Were you even watching the screen?
DEVELOPER 1: Once we finish with New New York, we will fix YOUR ENTIRE WORLD! Make everything clean and G-rated. Won't that be nice?
BENDY: Sounds good to me! How can I help?
LEELA: Quiet you!
FRY: But don't you see? It's the GRIT, the GRIME, the GROSS STUFF that everything GOOD about New New York grows out of! The stuff my best friend Bender was made of!
LEELA: I think I'm starting to remember something about metal? And shininess? And BITING?
DEVELOPER 1: Stop remembering! You should be thanking us! And you WILL once we put you to sleep!
DEVELOPER 2: (to Fry) You are going to wake up and be a juggler in Time Square! And you will sell hot dogs!
FRY: Hot dogs? At least those will be a little unhealthy!
DEVELOPER 2: They will be organic veggie dogs with fair trade toppings!
DEVELOPER 1: You cannot fight progress! Now, go to sleep. Let it all happen, and when you wake up, you will be part of NEW New New York!
LEELA: Bendy, can't you help us?
BENDY: I wish I could, but when I was remade, they made me unable to hurt them. Only help!
FRY: That's it? Do you see anything they could use help with? Anything at all?
BENDY: (pointing at Developer 1) Well, that one's outfit is a little tight!
DEVELOPER 1: I HAVE gained a bit of weight, but I hoped no one would notice.
DEVELOPER 2: Let us fix that for you…
The Developers all start shooting light at each other while Bendy points at them.
BENDY: That one's eyebrows are too bushy! That one has a funny voice! That one slouches!
DEVELOPER 1: No problem! We will just fix each other!
BENDY: And now that one's too short! That one's too tall! That one has a weird mole! All your outfits are too drab!
The Developers continue to shoot each other.
TEN MINUTES LATER…
The Developers all look like different people, including a biker, two punks, and two businessmen. One is wearing short overalls and another is wearing a track suit.
BIKER DEVELOPER: So many changes!
TRACK SUIT DEVELOPER 1: I cannot remember who we are!
PUNK DEVELOPER: Me either.
FRY: You can't, huh? Well, um… you're a BREAKDANCING TROUPE!
TRACK SUIT DEVELOPER 1: Thanks, mister!
Bender appears normal again.
BENDER: I'm BACK, baby!
LEELA: Look at the screen!
HATTIE: What the ka-jigger am I ka-digging in this dirt for?
ROBERTO: (sitting near a hydrant with one leg elevated) What th--?!
SAL: (sweating) Was I *gasp!* running? I gots to takes a months off works to recovers!
FRY: Now that the aliens have forgotten who they are, everything's going back to normal!
TRACK SUIT DEVELOPER 1: Excuse me, do you have any idea how to pop and/or lock?
TRACK SUIT DEVELOPER 2: I also require assistance busting a move.
FRY: I might be able to help you!
FRY: AAAH! Now THIS is the New New York I missed!
Bender stands outside Sleazybar raising a bottle of booze.
On a street corner, Roberto is mugging Fry and Leela.
ROBERTO: That's sweet. Now hand over your wallet!
FRY: With pleasure!
The Developers' bodies are all twisted in horrible positions from trying to breakdance. A human and an alien take pictures of them.
TRACK SUIT DEVELOPER 1: OW! I cannot feel anything!
CAP, T-SHIRT & JEANS DEVELOPER: I do not think my head should be turning this way!
SWEATSHIRT DEVELOPER: GAH!
THAT'S ALL, FOLKS!