A ship attacks The Omegan Prison and breaks out Zorak. Zorak and his men travel to The Ghost Planet and capture Jace and Jan. Space Ghost arrives at Zorak's fortress. Zorak makes him leave the Phantom Cruiser without his power bands. Space Ghost has to get in a small ship which is attacked by giant bees. Space Ghost maneuvers back to the Phantom Cruiser and puts his power bands back on. Zorak puts Jace and Jan into a time bomb rocket and it blasts off. Space Ghost rescues the twins and reverses the course of the rocket to destroy Zorak's fortress.