In the distant future, a starship with an "important passenger" tries to find the base of the ruthless Count Zarth Arn, when the ship attacked by a mysterious weapon which red globs of energy enter the ship and drive the crew to madness, killing each other off.Meanwhile, in another part of the galaxy, space outlaw and smuggler Stella Star (Caroline Munroe) and her companion Akton (Marjor Gortner), are on a smuggling run when they run into the Imperial Space Police led by the space robot 'L' (or Elle in a more formal tile). After a spaceship chase sequence, Akton and Stella escape from their pursuers by jumping into hyperspace, a faster-than-light travel. They happen to find one of the escape pods from the starship in the opening scene, and find one still-alive survivor. But shortly afterwards, they are finally apprehended by the police who have also followed their hyperspace travel route.Tried, convicted and found guilty of piracy, both Akton and Stella are sentenced to life in prison. A few days later, on a prison colony, Stella manages to create a diversion and escape. But she is found by the chief-of-police Thor (Robert Tessier) who takes her to a orbiting main ship where she is reunited with Akton. It is here that they are contacted by the Emperor of the Galaxy (Christopher Plummer) via a hologram, who thanks them for the discovery of the survivor of the starship and they are granted clemency to help find one of three missing escape pods from the ship which contain the Emperor's son. The Emperor is in feud with the rouge Count Zarth Arn (Joe Spinell) who has hidden a secret weapon on a remote planet and will use it to overthrow him and take over the galaxy for himself and his legion of evil warriors. With Chief Thor and the robot Elle accompanying them, the Emperor tells Stella and Akton to find the Count's secret weapon as well as rescue his son who may be still alive. Over the course of the movie, Stella and Atkon travel to many planets to find the three missing escape pods, and hoping to find the Emporer's son.On their first planet they visit, a jungle world, Stella is abducted by a tribe of vicious female warriors, who shoot Elle and leave him for dead. But being a robot, Elle does not die and instead makes his way into the throne room of the queen of the Amazonian-women Corelia (Nadia Cassini) and takes her hostage to secure Stella's release. She and Elle are chased by the Amazonian women to the beach where Queen Corelia sends a giant robot to kill them, only to be rescued by Akton and Thor.On another perpetually cold and dark planet, Stella and Elle investigate the second escape pod crash site to search for survivors, but after finding none, it's revealed that Thor is a spy for Count Zarth Arn who subdues Akton and traps Stella and Elle outside where he knows that when the sun sets on the ice planet, the temperature will drop hundreds of degrees below zero which will freeze any living thing. But Akton manages to revive and kill Thor, but is too late as the sun has already set, and the surface of the planet freezes solid. Elle, being a robot, is able to help Stella stay alive by keeping her in a suspended state sequence. Upon daylight, Akton is able to venture outside to bring both Elle and the frozen Stella back onto the ship where she is de-thawed and revealed to have survived.At last, Stella Starr's starship arrives at the third and last planet where the third and final escape pod landed, which is right on the Count's secret planet. After surviving the Count's mental weapon, Stella and her crew land the ship to search for the final crash site. But Stella and Elle get attacked by a savage group of barbarian tribesmen who hack Elle to pieces and abduct Stella. But she escapes and flees to a nearby cave where she is met by Simon (David Hasseloff), who is revealed to be the sole survivor of the crash, and the Emperor's son. Akton arrives having fought his way through the barbarians and gets into a light saber duel with Simon, unaware of his origins. But Simon proves his bio origins to the Emperor and the trio then set off to find the Count's secret weapon which is right on the planet.Arriving at an underground lab, Stella, Akton, and Simon are caught by the Count's men where the Count, finally meeting the group face-to-face, reveals his intentions of using them for bait to bring the Emperor to the planet and have his weapon self-destruct, destroying everybody while he makes his escape to conquer the Emperor's home world to have the title to Emperor for himself. The Count and his men depart, leaving behind the Count's two personal bodyguard Golum robots to guard Stella, Akton, and Simon to make sure they don't follow him. Akton engages the two robots in a lightsaber fight, but gets mortally wounded in destroying the two robots. The Emperor arrives with his personal army where, aware that the whole planet is mined with nuclear bombs, he uses a special weapon to block the bomb timers long enough to help Stella and Simon make it back to the ship before they detonate and destroy the whole planet. Upon arriving back at the Emperor's battleship, Stella is relived to see that Elle is alive, after being found by the Emperor's men who put him back together.Observing alongside the Emperor on the bridge of his flagship, Stella watches a huge space battle begin as the Emperor launches an attack against the Count's massive space station just as the Count is launching an attack against the Emperor's home planet. But the attack is a failure. After an initial start, the Emperor's soldiers storm the Count's space station, gaining a foothold in a long laser-gun battle. But the Count arrives with massive reinforcements which all of the outnumbered Emperor's solders are overwhelmed and killed.With no other options left, the Emperor decides the only way to stop the Count is a "star crash": to fly a whole space station into the Count's space station to destroy it. Stella and Elle volunteer to commandeer an abandoned space city to fly into the Count's space station to destroy it. Stella and Elle manage to escape from the space city's bridge by flying out into space, just as it crashes into the Count's space station destroying it and the Count as well, finally winning the war.Stella and Elle are picked up by the Emperor's son, Simon, who is finally overjoyed that Stella survived once again and they agree to get married and begin a new era of peace for the galaxy.