Elle is ambushed, shot and left for dead, and Stella is taken captive. Stella is taken before Amazon Queen Corelia, who is in league with Zarth Arn. Elle, revealed not to have died, makes his way to the throne room, taking Corelia hostage to secure Stella's release. They escape, but the queen activates a giant female robot which chases them until they are rescued by Akton and Thor. On an uninhabited, frozen planet, Stella and Elle investigate the mothership crash site. As with the first crash site, they find no survivors. Upon their return to the ship, Thor, who has ambushed and apparently knocked out Akton, reveals that he is an agent of Zarth Arn. Thor locks Stella and Elle outside on the planet's surface, where the temperature drops thousands of degrees at night, but Elle is able to preserve Stella's life by using his energy to keep her heart going while they freeze over in the snow. Meanwhile, Akton revives and battles Thor, killing him and subsequently rescuing Elle and Stella. Approaching the planet of the third escape pod, their ship comes under attack from the same weapon seen at the beginning of the film, but Akton steers the ship through it, saving them. Stella and Elle, inspecting the pod wreckage, are attacked by cavemen who smash Elle to pieces and abduct Stella, but a man in a golden mask arrives, firing lasers through his eyes, and rescues her. He is revealed to be the Emperor's son, Prince Simon. They are again attacked and overpowered by the cavemen, but Akton appears and fights them off with his laser sword; he then reveals that they are standing on the Count's weaponized planet. Arriving at an underground laboratory, the three are captured by the guards. The Count appears and reveals his plan to use them as bait to bring the Emperor to the planet and then have his weapon self-destruct, destroying the planet, the Emperor and all three of them. He leaves, ordering his two robot golems to keep the group there. Akton engages them in a laser sword duel and defeats the robots, but is mortally wounded and fades away. The Emperor arrives at the planet and fires a green ray from his flagship to "stop time" for three minutes, allowing them all to escape as the planet explodes behind them. A huge battle commences between the Emperor's armada and