Scrooloose returns to the group and wakes them up, insistent that they follow him to see what he has found. At the top of a nearby dune, the children spot distant lights and they wonder if they have found Tomorrowland, but Max knows that they have stumbled upon Bartertown. Knowing that he was exiled from the town, Max uses an air vent to sneak the children into Bartertown in hopes of finding supplies for the return trip across the nothing.

Special Guests: Jonathan Carlisle & Tabitha Carlisle from UHF 62nd