[1] In the distant future, Friz and his symbiotically linked spaceship MEAD (Mobile Extrasensory Autonomous Deceptor) are on the run from a group of bounty hunters.

Removing the spacesuit, they discover that its wearer is in fact an escaped prison inmate named Phoebe, whom the bounty hunters had previously captured.

Suspicious of her new captors at first, Phoebe begins to trust Friz and MEAD as they tell her the story of their escape from a military testing facility.

Running low on fuel, the trio decide to steal dark matter energy from Ganymede base, where they know Admiral Gillette will be waiting for them.

Once again using a series of projected illusions, including one of a popular children's toy Timmy the Wunderbot, they are able to evade the base security and steal enough dark matter energy to last them indefinitely.

Admiral Gillette pursues MEAD and Friz into space aboard a large spaceship named Achilles and, unbeknownst to them, carries with him a special helmet that allows him to differentiate reality from their illusions.

Phoebe attempts to repair MEAD by connecting a dark matter pod they had earlier stolen from Ganymede, but is shocked in the process.

Sternhagen and the rest of the bridge crew, deciding they've finally had enough of his vendetta, turn on Gillette and try to force him to break off his mad pursuit.