Mikey and the Pauper is the twentieth episode of the second season of Kappa Mikey and the forty-sixth episode overall.
Gonard is fleeing Team LilyMu in his truck. The truck opens and Gonard flies away in his helicopter. Mikey arrives in the LilyMu jet, but Gonard fires on him with his laser. Gonard declares that Mikey will fall to his doom, but Mikey says that he will survive thanks to his "sky board". Ozu ends the scene.
Ozu calls in a stunt double for Mikey and a "courage double" for Guano, claiming that the scene requires a stunt that is too dangerous for Mikey to perform and too scary for Guano to watch. Mikey objects to using a stunt double, despite his friends' reassurances. They tell Mikey that he should be grateful for his easy life, but Mikey stubbornly objects, walking off with Guano in tow.
Mikey has their limo driver take them out to experience a more common lifestyle. They end up in the "filth district", a run-down part of town where their limo breaks down. They two go off exploring, and they meet a man named Jomar, who looks very similar to Mikey, and his brother. Mikey and Jomar express how they both dislike their current life situations. Jomar offers to go back and perform in LilyMu on Mikey's behalf, to which Mikey enthusiastically agrees.
Jomar goes to LilyMu Studio along with his brother and his dog Mr. Pooper, who has been disguised as Guano. Ozu and the cast seem not to recognize that Jomar and his dog are not who they are pretending to be.
Mikey and Guano are attempting to relax in the filth district, despite its problems. The two meet Fagin and his troop of performers, whom they ask for food. He says that he only has enough food for his own performers. Just then, two of his performers quit, and Fagin allows them to join him.
Mikey and Guano put on a monkey-and-organ-grinder act, pleasing the crowd and Fagin. While the crowd is distracted by Mikey and Guano, Fagin and his "performers" pick their pockets. Mikey and Guano later discover this and confront Fagin. Fagin lies and claims that it is "National Stealing Day", which convinces Mikey to go along with the scheme.
Ozu has invited the cast of LilyMu to dinner at his penthouse. Jomar and his brother struggle to blend in, but escape suspicion due to Mikey's normally-poor behavior.
The next day, Mikey and Guano continue to perform for the crowds, but notice that Fagin continues to steal. They confront him about this, but Fagin attempts to justify his behavior. Mikey angrily storms off.
Mikey and Guano return to LilyMu Studio, but nobody recognizes them. They are thrown out on the street, where they are approached by a circus ringmaster. He asks them to join his circus as clowns, to which Mikey agrees.
At the circus, the ringmaster tricks Mikey and Guano into a cage as revenge for them helping Fagin steal from them. They try to explain that it was Fagin who had stolen from him, but the ringmaster says that he received his information from a reliable source, who is revealed to be Fagin himself.
The two of them are left to the mercy of a gang of clowns in the cage. The ringmaster returns and informs them that they will be shot out of a cannon on television.
Jomar and his brother are watching television, when they see Mikey and Guano imprisoned at the circus. After learning that they will be fired from a cannon, they decide to go and save Mikey and Guano.
Mikey and Guano are about to be fired out of the cannon. Jomar and his brother arrive at the circus and manage to get in due to them knowing the clown guarding the entrance. They rush into the ring and rescue Mikey and Guano from the cannon. The ringmaster orders the clowns to re-capture them, but Mikey convinces them to revolt. The circus erupts into chaos, to the audience's amusement. Mikey announces that he has learned his lesson, but will fire himself from the cannon due to his guilt at Jomar giving up a life of luxury. Guano objects and tries to stop Mikey, but ends up falling into the cannon and being fired himself.
Mikey and Guano return to LilyMu Studio, where they are welcomed back by the rest of the cast.
The LilyMu episode is finished, with Jomar appearing and using the jet's laser to blast Gonard, defeating him.