Rainbow Brown and his lackeys run the Jellybean trade of Puppet-town. Officer Herbie takes down a thief single handedly after getting his arm caught on a fence. Jake makes a deal with Rainbow Brown and reminds him that he is the boss. Herbie’s wife Abigail stitches up his arm while reminding him of his pending new fatherhood.

Rainbow Brown gets set up in a jellybean deal. He shoots three strung-out puppets and manages to keep the money. As he leaves he shoots a prostitute puppet and shouts “Jake” as he realizes who set him up. Rainbow’s “tragic breach of justice” was highlighted on the Snoopers Report evening news.

The chief promotes Herbie to Detective for the new Puppet Crime Task Force to show that the precinct takes puppet crimes seriously. She sends him to meet his new partner Detective Sanchez. Sonny the mob boss watches the press conference with his girlfriend Roxy. Jake comes to visit Sonny and gets berated for the puppet massacre. Rainbow Brown shows up with the cash and says he’s had enough. Sonny is impressed by his seriousness because he “hates silly”.

A Public Service Announcement highlights cooperation between puppets and humans. Rainbow Brown runs production and distribution of jellybeans. The puppets spill green oatmeal all over Jake and Sunny appreciates the silly. Herbie challenges Sanchez to a drink-off so he will be on board to work together to become the best taskforce ever.

Sanchez brings Herbie home drunk and gets berated by Abigail. Rainbow moves up in ranks in Sonny’s eyes while making eyes at Roxy. Detective Sanchez and Officer Herbie get filmed by Strokey Zooms the perverted camera puppet who was recording on the day of the shooting. Rainbow meets up with the Banana Brothers to set up a jellybean deal. He gets crazy with them to prove his street cred.

Rainbow hangs out and dances with Roxy. As the puppet task force reviews Strokey Zooms footage, they find evidence of a car speeding away the night of the massacre. The chief demotes the officers to the ammo locker duty, and officer Doyle is now in charge of puppet crime. The Snoopers Report reports “Whispers Butterfield” as guilty. Rainbow starts dipping into his own stash. As Roxy finds Rainbow “partying” she reveals her black eye and convinces him to get crazy with her.

In the ammunition room Sanchez and Herbie complain to each other. They decide to go out on patrol and bond over body noises. Rainbow approaches Roxy and tells her to come away with him. Sonny walks in and makes a mockery of the exchange. Officer Herbie and Detective Sanchez camp outside Sonny’s house and see Rainbow inside. When he excitedly reports back to The Chief, she suspends Herbie indefinitely and confiscates his badge and gun.

Sonny and Roxy come home to Rainbow Brown threatening Sonny with his gun. He shoots Sonny without hesitation and when Jake steps in with his henchmen, Rainbow’s men shoot them all down. Jake blows up a balloon and releases it to distract the puppets while making his getaway. Sanchez finds Herbie with his son Herbie Jr. and convinces him to go undercover as “Flurbie” for the sake of cleaning up the crime.

Officer Herbie explains to Sanchez his connection to Rainbow Brown. The Friendship song plays again while Officer Herbie explains one traumatic event that ended his friendship with Sanchez. Rainbow Brown’s relationship with Roxy evolves. Jake runs rampant and is killing puppets left and right and Rainbow Brown needs to find a way to stop him. An undercover Herbie tries to talk to Rainbow Brown because he is in charge but gets involved with felt fighting instead.

Herbie runs in circles to keep from getting hit in the ring. This makes his opponent dizzy, and leaves him the winner. Rainbow is impressed by his creativity and commands that the humans watching the fight be killed. Rainbow thinks “Flurbie” is worthy of his friendship and invites him over. He gets Flurbie high and trusts him with his “set-up”’ story/confession. Herbie realizes that to end all crime, he and Sanchez must take down Rainbow Brown and Jake.

Flurbie tries to convince Rainbow Brown to set up a fake truce with Jake to take him down. At dinner Rainbow declares that Flurbie is his best friend now. Abigail confides in Sanchez that misses her husband deeply. Roxy gets jealous of Rainbow and Flurbie’s friendship and tells him that he is a loser who will never take Jake down. The dinner takes a turn for the worst when Jake’s men come and shoot at Rainbow and Flurbie.

Flurbie beats up the human he arrested (who is now working for Jake) because he recognizes him as Officer Herbie. Rainbow Brown looks over surveillance tapes and gets his lackey to lip-read what Flurbie is saying. He finds out that he is secretly Herbie and freaks out. He sends a henchman of his own to kidnap Abigail and Herbie Jr. Rainbow lets the other puppets know the fake-truce plan with Jake while trying to swindle Herbie.

Detective Sanchez is warned by the Chief that he is too close to his pension to be messing around with renegade plans. Sanchez pleads his case about how much Herbie needs his help and she proceeds to give him his gun back anyway. Rainbow Brown orders Herbie to kill Jake, however Jake outsmarted Rainbow and Herbie with the help of Roxy.

Jake holds Herbie hostage while Sanchez enters Melty’s Ice cream shop. Sanchez miraculously shoots Jake in the arm. Jake, Roxy, and Granny are arrested. Rainbow shoots Jake outside of the shop and drives away with Herbie’s wife and child. Sanchez and Herbie chase Rainbow to his home. They break in while Rainbow tries to escape with Heli the helicopter. Herbie is about to save his wife and son, however he realizes he fell victim to one of Rainbow’s traps.

Herbie arrests Rainbow from the ground while he is trying to fly away. He shoots Heli and then sings The Friendship Song. Rainbow tries to shoot Herbie, while Heli spins out of control and crashes to his demise. Though Rainbow is near death, he tries to shoot Herbie with his final breath and does not succeed. Herbie and Sanchez are made permanent members of the new Puppet Crimes Task Force for solving “all crime”.