Ginga has returned to the Ulvarx with Zed and Roya only to find that Professor Bender has given up the lab to Tusk. Now things have changed and Zed, Roya, and Ginga are on the run from the Tusk army. In a safe spot Ginga reveals his past then goes to face Dukeham while Zed and Roya go deal with Professor Bender. Can Zed and Roya stop the mad Professor and can Ginga defeat Dukeham?