Cory Stardust and the Spiders from Mars is the seventh episode of Season Three. Bane makes his first appearance in this episode as the main villain.
Cory is watching the stars in the roof of the House because he was bored that Shrek was gone at a convention, when a glowing white figure descends from the sky. The figure reveals itself to be Ziggy Stardust, an avatar of David Bowie. Ziggy tells Cory that he's going to Hawaii and needs a replacement for his concert, and that he must become Cory Stardust. A group of alien spiders descends from the sky as Ziggy speaks, and they'll help Cory. Cory is then teleported to the Shrek Con, where Ziggy was going to preform "Changes" with Shrek and his spiders from Mars. Cory now has bitchin' hair, a lighting bolt on his face and an even more powerful Pussy Destroyer. He steps up on stage with Shrek but suddenly the stage is blown to smithereens as a masked man steps out of the smoke. He reveals himself as Bane, Shrek's biggest fan. Cory tries to calm Bane, but his foe easily knocks him to the ground and does the unthinkable, With a blow from his fist, Bane breaks Cory's back fat, and begins running to a fleeing Shrek and grabs the ogre's plush ass. Cory powers through the pain and tackles Bane for molesting his boyfriend. The same white light from the beginning returns and Ziggy comes back down, and with his spiders, beats Bane's higney out of the con, and afterwards, him, Shrek and Cory all begin singing "Changes" as the epsiode ends in front of a cheering audience.
- This episode marks the first appearance of Bane.
- Alexis Texas could not return in this epsiode as Shrek's singing voice, so she was replaced for Butterfly Boucher.
- There is a single frame of animation in this episode which depicts Woody Guthrie copulating with Abraham Lincoln