On the satellite, Tuddrussel and Otto rush in to see Larry because Tuddrussel hurt himself while playing catch. After Larry helps him, Tuddrussel is immensely grateful and starts helping Larry out. The History Instability Alarm then goes off, and once the guys discover that their next historical figure is none other than Cleopatra, Tuddrussel becomes infatuated with her beauty. When Larry admires Cleopatras fashion and appearance, Tuddrussel becomes defensive, suspicious that Larry also has a crush on her and bullies him. The two decide to compete for Cleopatras attention, and the team leaves.
In Egypt, Cleopatra is going through her massive closet, complaining about needing new clothes instead of addressing Egypts current problems. She decides to take over a pyramid renovation project and use it to build a giant shopping mall out of the Great Pyramids but is frustrated by the slow pace of the laborers.
Time Squad arrives, with Tuddrussel still shoving Larry, and Otto discovers what Cleopatra is up to. He tells Tuddrussel and Larry to help, but they are busy trying to win Cleopatra's attention. Cleopatra is impressed by Tuddrussels size, knowing he could easily speed up the construction, and by Larrys appreciation for fashion and shopping, since he provides her with improved blueprints for her mall. The two compete for her attention by speeding up her project, ignoring Ottos pleas for help with the mission.
Cleopatras mall opens, but she tells her people that it is Royalty only, and leaves to go shopping with Larry and Tuddrussel, who carry her purchases, help her pick out things, and watch her model her new clothes. While the group leaves the mall, Tuddrussel and Larry are each convinced that Cleopatra prefers them over the other. When they eventually arrive back at Cleopatras palace, however, she dismisses both Larry and Tuddrussel and leaves them outside. Otto then comes out of hiding and calls Larry and Tuddrussel suckers for being used by Cleopatra and calls them out for not noticing that he has been gone for weeks.
Tuddrussel refuses to believe that Cleopatra has been using him, and enters her house to find her kissing Julius Caesar. Caesar greets Larry and Tuddrussel, to Cleopatras surprise, and she tells him that they are good servants. Tuddrussel is horrified at this, having believed that he and Cleopatra were both in love, and she bursts out laughing at him. Caesar then asks Cleopatra to leave them alone, but not before asking to take the mall down, place the pyramids in their proper conditions, and to rule her people fairly, which she agrees to before laughing at Tuddrussel again and leaving. While Larry comforts Tuddrussel, Caesar and Otto reveal that they had been planning this together, to Tuddrussels shock. Otto explains that, historically, Caesar and Cleopatra were boyfriend and girlfriend, so he made sure to do his job by pairing them up. Otto annoyingly adds that somebody had to set the lovesick Tuddrussel and Larry straight. Tuddrussel sobs over losing Cleopatra, whom Caesar plans to dump later. Otto ends the mission by saying, "Well, at least we're one big happy family again!" as they leave for home.
Tropes present in this episode include:
- All Love Is Unrequited: We learn that Cleopatra had no romantic interest in Tuddrussel.
- Alpha Bitch: Cleopatra
- The Fashionista: Cleopatra is portrayed as being too vain and fashion obsessed.
- Gay Best Friend: Cleopatra uses Larry as her shopping buddy while at the mall.
- God Save Us from the Queen!: Cleopatra is destroying her own kingdom and her ancestors monuments in order to fulfill her own selfish needs for a shopping mall.
- Imaginary Love Triangle: Otto thinks that Tuddrussel AND Larry are in love with Cleopatra and formulates a plan to get Julius Caesar involved.
- Only Sane Man: Otto is annoyed with having to deal with what appears to be two "lovesick" adults, and is forced to finish the mission completely on his own.
- Rich Bitch: She's the most powerful woman of her era, but uses her status as Queen to buy whatever she wants at the expense of her subjects.
- Shopping Montage: We're treated to a montage of Tuddrussel and Larry fawning over and carrying Cleopatra's purchases around the mall.
- Ugly Guy, Hot Wife: Staying true to history, Cleopatra's true love interest is none other than Julius Caesar.
- Wingding Eyes: Tuddrussel's eyes light up with hearts, giving us the clue that he is the one that is romantically interested in Cleopatra, and Larry is not feeling the same way.
- You're Not My Type: Caesar reveals that he's not even really in love with Cleopatra because "She's really not even my type" and plans on dumping her eventually.