Heidi stows away in Queen Medusa's ship, when she goes to Space Academy, to enact her and Dragos' plan for revenge. But no one including her is prepared for what Heidi's doll, Mimi, does next, showing a life of it's own.
Dragos forces Parsafoot to decode the Star Disk, and is betrayed by Matthew, who is convinced by Jason about the value of friendship. He uses the disk first to send Commander Stone to another dimension, then later Jason and Matthew.
Jason meets Samantha, after rescuing her from her hibernation chamber on the ship his new Commander, Stone, ordered to be blown up. Meanwhile, Dragos returns intending to use his new freeze-ray to strike at Space Academy.