A space ship approaches the prison and blasts through a wall and takes out a guard tower. It is Zorak's henchmen and they bust him out of prison. They head for Ghost Planet so Zorak can get his revenge on Space Ghost.
Zorak and his thugs land on the planet and bust into the lab. They take Jace and Jan and leave a note for Space Ghost. Space Ghost arrives and reads the note. Zorak wants to trade Space Ghost's life for Jace and Jan's lives. Space Ghost has no choice and heads to meet Zorak.
Space Ghost lands and Zorak instructs him to take off his power bands and board another unarmed ship. Space Ghost does so and gets ambushed by some giant flying mosquito-like monsters. Space Ghost is able to dodge them and Blip gets his power bands to him. Zorak sees this and puts Jace and Jan in a rocket bomb. The rocket blasts off and Space Ghost catches up to it. He frees Jace and Jan and turns the rocket back to Zorak's base. Everyone gets out and it explodes and wipe everything out at the base. Space Ghost and company head back to Ghost Planet.