On the trail of two captured pilots, Koenig goes to the planet Psychon to rescue them. On the planet, he finds Mentor, a man lording over a planet of virtual zombies who work for him as miners. Mentor believes that, using a biological computer that feeds on the minds and bodies of his slaves, he can rebuild Psychon as the beautiful world it once was. But he needs more human fodder - the Alphans! By using Mentor's daugther Maya, who has the power of molecular transformation - she is a shape-changer - Koenig believes he can defeat Mentor. Maya is unaware of her father's psychpathic ruthlessness, and this ignorance is to Koenig's advantage. Finally, the Alphans escapes, and Maya with them. Her powers and remarkable scientific knowledge will be welcome on the wayward Moon...
A survey Eagle is dispatched to a seemingly lifeless planet to search for the rare mineral Titanium, needed to repair Alpha's damaged life support systems. When they locate a deposit they are called back to Alpha. As they leave orbit a ball of light forms on the planet and follows the Eagle into space.
Unable to outrun it, Eagle 1 is engulfed by the light. Annette Fraser faints as her husband's Eagle disappears while she watches from Command Center.
As the Alphans try to determine just what happened, they recieve a transmission from Mentor of the Planet Psychon. He tells them that it was a defensive measure against the armed ship of an unknown intruder, but the pilots are safe, and they can send another Eagle to pick them up.
Koenig suggests a rendezvous in space to avoid further "misunderstandings", and has an Eagle equipped with extra boosters, just in case. When they reach the designated meeting place. Koenig tries to contact Mentor's ship so that they can dock.
There is no answer because the ship is empty. It begins to pull the Eagle down to the planet, but with the additional thrust of the boosters they are able to break free.
A short lived victory, as the ship turns into a ball of light and drags the Eagle down to the planet. They land in what looks like a graveyard of spaceships.
Mentor contacts them and asks that they wait in the ship until he is ready for them, but they decide to search on their own for their missing people. They enter a nearby cave and see the mindless husks of the beings that belonged to the ships outside.
They also find one of the pilots from the firs Eagle, his mind completely drained. Mentor appears in holographic form to tell them to give themselves up.
When Lou Picard tries to overload the circuit with a laser, it backfires and kills him. Mentor captures the Alphans with a green ball of light, and deposits them into holding cells.
When Koenig awakens, he sees a lioness outside of his cell. The animal changes into Mentor's daughter who introduces herself as Maya. She cannot understand why Koenig is so unfriendly. She believes her father has been nothing but kind to them, as he has hidden all his darker doings from her.
She brings Koenig to her father so that he can see his the rest of his party. When they arrive, Mentor dismisses her, so he can reveal his true intentions to Koenig.
He wants to feed the minds of the Alphans to Psyche, his biological computer, with which he dreams of restoring his planet, from the volcanic wasteland it has become, to the beautiful planet it once was.
To coerce Koenig, Mentor shows him that with Psyche's power of molecular transformation, he can destroy the Moon. Koenig tells him to go ahead, that would be better than the living death of the aliens in the pits.
Mentor then shows him the rest of his party hooked up to Psyche. He starts to drain their minds while Koenig watches. Unable to endure their suffering, he tells Mentor to stop, that he will arrange for his people to come down to Psychon, in exchange for their freedom.
He contacts Alpha, and tells Tony to start a phased evacuation. Tony questions the unorthodox nature of his decision, and Koenig quotes "Directive 4" as giving him the right.
In response to this directive, Tony orders a robot Eagle to be loaded with explosives to destroy the planet. He explains to Sandra that "Directive 4" is a coded signal to destroy the source of the message's origin. Mentor has Maya scan the Eagle, and discovers the plot. She decides to confront Koenig in his cell.
He explains that Mentor has fed the minds of aliens into Psyche and that she'll find proof in the caves. She looks and finds that what he said was true.
Shocked, she returns to the cell only to find that Mentor is now retaliating by blowing up sections of Alpha! Now aware, and unable to support her father's actions, she releases the Alphans on Koenig's word that Mentor would not be harmed.
Koenig sends the others to the Eagle, while Maya takes him to help her stop her father. Koenig begins smashing Psyche. Mentor begs him to stop, as Psyche's energy, if released, could destroy the planet.
But his warning comes too late. Psychon is already starting to break up. Mentor is trapped in the fire and wreckage of the destruction. He tells Koenig to take Maya away. Koenig struggles to get her out as she changes from animal to animal, until Mentor is killed in a cave in. Koenig takes her to the Eagle which is barely able to lift off as Psychon violently breaks apart. They manage to get to a safe distance as the planet explodes in a blinding flash of light.
Koenig consoles Helena who is distraught at the loss of Lou Picard and Ray Torens. They thank Maya for saving their lives, as she sobs uncontrolably. She is devastated by the loss of her father and her world, and worries that anywhere but Psychon she will be an "alien".
Koenig says "We're all aliens until we get to know one another."
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