After the space ranger Buzz Lightyear loses his partner Warp Darkmatter during the mission on rescuing the Little Green Men "LGM" he refuses to have another partner, fearing his nemesis, nefarious Emperor Zurg would kill them as well. But Buzz's commander, Nebula, finds him a replacement anyway: Princess Mira Nova. Meanwhile, with a help of the revived Warp as Agent Z, Zurg plots to steal the Uni-mind, a valuable device that facilitates the little green men's collective thought process; without it, the whole race is useless.