Although Riddick attempts to conceal his identity from the mercenaries by impersonating his former captor William J. Johns over the ship's radio, they quickly voice-print and identify him.

The vessel's captain, Junner, assembles a crew of mercs to retrieve Riddick, who manages to get the drop on them by activating his ship's fire suppression system and using the foam as cover.

They are introduced to Antonia Chillingsworth (Tress MacNeille), who collects notorious criminals and keeps them in a state of suspended animation where they are still alive but are unable to speak or move.

She intends to do the same to Riddick, but first, she forces him to fight for Jack and Iman's lives by putting them in an arena with two "Shrills", bio-luminescent creatures that resemble parasitic jellyfish.

Riddick has Iman take Jack up to the flight deck and uses his own blood to trick the alien into slaughtering the pursuing mercs (except for Toombs, who manages to hide in a pipe).