The evil tyrant Sador and his army of the Malmori mutants threatens the peaceful Akira farmers of the planet Akir with his Stellar Converter weapon and tells that he will return to collect their harvest. The former Akira warrior Zed advises that they should hire mercenaries to protect them from Sador and offers his spaceship to seek them out. However, the Akira can only pay with food and lodging. The young Shad offers to pilot the ship with the computer Nell to look for mercenaries. He meets Dr. Hephaestus and his beautiful daughter Nanelia in a space station where he unsuccessfully tries to find weapons. Nanelia comes with Shad and he teams up with the earthling Space Cowboy, who was going to deliver weapons to a planet that was destroyed by Sador and offers to give them to Shad. Then he meets five clones that share the mind of one entity called Nestor that join him. Shad also recruits the lonely and wealthy assassin Gelt that accepts the proposed payment. Then the sexy and annoying Valkyrie warrior Saint-Exmin joins the group since she wants to prove herself in battle. Shad also recruits Cayman that wants to kill Sador and does not require any payment. They return to Akir and Sador also returns to attack the planet. Who will win the battle?