An old government war satellite is about to crash back to Earth. It is equip with an nuclear warhead that could destroy a city and it's heading for Antarctica. The explosion could cause the polar ice caps to melt which would flood the earth. Astro stops the satellite but loses his memory due to a circuit overload. He his found and repaired by Boone, a once top notch scientist who is forced to become an outcast in Outland. Astro struggles to regain his memory with the aid of Boone and his new Outland friends, while another larger satellite threatens earth.