The Star Force finally arrives at its destination - the devastated planet Telezart, and are greeted by an apparition of Treleina. They descend to the surface of the planet and fight a land battle with the Comet Empire tanks let by General Scorch.

Fearing that Desslok has eyes for the Imperial throne, and that Prince Zordar has taken a liking to him, General Dire and Princess Invidia conspire to turn Prince Zordar against Desslok.

Note: This episode formally ties a lot of plot lines together, as it fully reveals the palace conspiracy that is driving the interdynamics of the non-Earther characters. Dire and Invidia's lengthy conspiracy dialogue shows just how sophisticated Star Blazers can be in general.