Mandora, on space-patrol, encounters an old pirate ship which doesn't meet inter-galactic standards. She boards the ship, arrests the pirate, and sends the ship to a space prison. Little does she know that she has boarded the Jolly Roger, the home of the evil Captain Cracker. Mandora is captured by the creature. Lion-O intercepts one of her distress calls, and must go into space to save her—easier said than done, as Cracker orchestrates a prison break.