The 999 travels to Pluto, also said to be "The Faltering Planet", where the frozen human bodies of the machine people have been laid to rest. There Maetel visits a frozen body whom she tells Tetsuro was a friend of hers. Tetsuro meets Shadow, the machine woman who is caretaker of the graves. Shadow shows him her frozen human body, a body so beautiful that she refused to have a face on her machine body since it couldn't compare to her human face. Shadow tries to capture Tetsuro to regain her human body, but Maetel saves him...