Max's resemblance to the King of Coronia is needed as the King is endangered by Rotten, Ruthless, Rupert of Rathskeller. The two switch identities,and the King moves in with Max and 99. Rupert discovers the switch and has his henchmen send a trained tarantula into the apartment to kill everyone.

James Caan appears as Rupert, as a favor to his friend Don Adams.