Description
In a distant galaxy, a starship searches for the evil Count Zarth Arn (Spinell). Closing in on a planet, the ship is attacked by a mysterious weapon which drives the crew insane. Three escape pods launch during the attack, but the ship crashes into the atmosphere of the planet and is destroyed.
Meanwhile, smugglers Stella Star (Munro) and Akton (Gortner) run into the Imperial Space Police, led by robot sheriff Elle (Judd Hamilton) and Police Chief Thor (Robert Tessier). Akton and Stella escape by jumping into hyperspace. When they emerge, they discover an escape pod from the attacked starship, and in it, a sole disoriented survivor. Before they can escape, they are apprehended by the police, who have tracked their hyperspace trail.
Tried and convicted of piracy, they are each sentenced to life in prison on separate prison planets. Stella manages to escape from her prison, but Elle and Thor recapture her, only to inform her the authorities have canceled her sentence; she is taken to an orbiting ship, where she is reunited with Akton. They are contacted holographically by the Emperor of the Galaxy (Plummer), who thanks them for recovering the starship survivor.
He informs them that Count Zarth Arn has a secret weapon of immense power hidden away on a planet somewhere. The Emperor orders Stella and Akton to find the Count's weapon. They are offered clemency if they help find two more missing escape pods as well as the mothership, one of which may contain the Emperor's only son. With Thor and Elle accompanying them, Stella and Akton set off on their quest.
They quickly arrive at the location Akton computes for the first escape pod. Stella and Elle take a shuttle from the spaceship and land near the pod on a sandy, rocky beach. There are no living survivors. Stella meets an Amazonian warrior tribe and is escorted to their underground fortress. On arrival, Elle is ambushed, shot and left for dead, and Stella is taken captive. Stella is taken before Amazon Queen Corelia (Nadia Cassini), who is in league with Zarth Arn. Elle, revealed not to have died, makes his way to the throne room, taking Corelia hostage to secure Stella's release. They escape, but the queen activates a giant female robot which chases them until they are rescued by Akton and Thor.
On an uninhabited, frozen planet, Stella and Elle investigate the mothership crash site. As with the first crash site, they find no survivors. Upon their return to the ship, Thor, who has ambushed and apparently knocked out Akton, reveals that he is an agent of Zarth Arn. Thor locks Stella and Elle outside on the planet's surface, where the temperature drops thousands of degrees at night, but Elle is able to preserve Stella's life by using his energy to keep her heart going while they freeze over in the snow. Meanwhile, Akton revives and battles Thor, killing him and subsequently rescuing Elle and Stella.
Approaching the planet of the third escape pod, their ship comes under attack from the same weapon seen at the beginning of the film, but Akton steers the ship through it, saving them. Stella and Elle, inspecting the pod wreckage, are attacked by cavemen who smash Elle to pieces and abduct Stella, but a man in a golden mask arrives, firing lasers through his eyes, and rescues her. He is revealed to be the Emperor's son, Prince Simon (Hasselhoff). They are again attacked and overpowered by the cavemen, but Akton appears and fights them off with his laser sword; he then reveals that they are standing on the Count's weaponized planet.
Arriving at an underground laboratory, the three are captured by the guards. The Count appears and reveals his plan to use them as bait to bring the Emperor to the planet and then have his weapon self-destruct, destroying the planet, the Emperor and all three of them. He leaves, ordering his two robot golems to keep the group there. Akton engages them in a laser sword duel and defeats the robots, but is mortally wounded and fades away. The Emperor arrives at the planet and fires a green ray from his flagship to "stop time" for three minutes, allowing them all to escape as the planet explodes behind them.
A huge battle commences between the Emperor's armada and the Count's, with the Emperor's soldiers storming the Count's space station; however, the attack fails and the victorious Count gets ready to destroy the Emperor's home planet. With no further options left, the Emperor decides to ram a massive space station, the Floating City, into the Count's space station, destroying them both. Elle has been rebuilt by the Emperor's men. Stella and Elle volunteer to smash the City into the Count's station. They fly the City towards the space station and manage to escape together just as their station crashes into the Count's, finally winning the war.
Stella and Elle are picked up by Simon and the two humans embrace. The movie ends with the Emperor delivering a short victory speech.
