When Modula finds another deadly beast to unleash upon the group, Lance, Ilana and Octus find a cuddly little alien they kept as a pet. However, they soon discover that the cute creature isn't all what it seems. The creature is generating enough energy to wipe out Earth, so the trio reluctantly let their beloved pet die peacefully in a glorious burst of energy. At an astronomy center, Octus locates a nebula cluster where they let their pet go, which the scientist of the station allows them to name for discovering it. In agreement, they come to name the cloud Tashy 497, as a mix of the names they wanted to name the creature.
When Lance and Ilana are captured by G3, Octus has to discover the location of their base. Meanwhile Ilana and Lance are locked up in some sort of Galalunian-like cell at the G3 base. When Lance is taken in to be interrogated Ilana meets a seemingly fellow prisoner, Lance takes a beating from his interrogator and breaks out to get Ilana. They all run to get out and after being reunited with their communicators and Octus, they form Titan and break free.
Lance, Ilana, and Octus go deep in to the swamp to find a Mutraddi that has crash-landed in the water. They investigate the wreckage and are attack by an amphibian-like Mutraddi that, after a seemingly easy kill, is able to bite Ilana and escape. Very slowly she transforms into the creature and attacks an alligator that was also mutated. Lance and Octus discovered that if they kill the original Mutraddi she might turn back to normal. After a short battle they killed the original Mutraddi turning Ilana back to herself.
Lance learns how to play the guitar, and General Steel sends a spy to Sherman High whom Octus convinces that there is connection between Titan and the school. A dragon-like Mutraddi, which was defeated earlier by Titan, comes back as a severed head during a concert but is destroyed by Illana and Octus with a hologram of the Manus armor, to give Lance an alibi with the General being at the concert.
Another Flashback episode showing how the invasion of Mutraddi happened and how Ilana, Lance and Octus were able to escape. Illana atends the opening of a school in a tribal region of Galaluna with Hobbs, her bodyguard resembeling Race Bannon. Lance was on a mission to rescue hostages from an observatory. His commander told him to return to his post, but sneaked in to the observatory as Muddradi were talking to Modula (unbeknownst to Lance) and Lance was imprisoned for getting the hostages killed- even though they were beforehand. Meanwhile, the King is seen finishing building Octus. The invasion occurs and Hobbs is injured and returns Illana to the palace with both of them alive, and Lance's commander is a traitor for Modula. Lance kills his former commander after a long sword fight and events lead up to how the trio arrived in the pilot.
Ilana is homesick, so she joins the Homecoming Dance Committee and creates a Galalunian-themed dance. Meanwhile, General Modula's continued failure to kill the princess is spreading across the galaxy. Modula is approached by an alien who guarantees on his own life that he has a creature that will kill Ilana and crush the Galalunian People's spirit. As our three heroes try to prepare for the dance, Lance and Kristin go a little further in their relationship via a karate bout, but she declines his request to join him at the dance. Issues arise when the Mutraddi arrives just as they depart for the dance. Titan at first fares poorly, as Octus and Ilana are distracted by missing the dance, and making Kimmy cry. However, Lance's lack of concern for their feelings pushes Ilana over the top, and the alien is soundly defeated.
Solomon and his team land at a heavily damaged space station when they are attacked by a burst of energy. Meanwhile, Octus is thrown a surprise birthday party by Lance and Ilana. During the party, Octus receives a distressing call from Solomon that requires Titan's immediate assistance. Titan arrives at the space station and are able to survive one encounter with the creature thanks to Solomon. He explains it is a creature made of pure energy and when it drains the energy of something, it cannot be recharged. As they flee from the creature, Octus is hit by the creature in his leg, and cannot fix it. The gang then decide to contain the creature instead of destroying it. Lance and Solomon head towards the creature while Octus and Ilana hide. They manage to trap the creature temporarily, until Solomon's ship arrives. All of them escape, except for Lance due to the cable breaking. Octus saves him but is drained by the creature. When they try to recharge his mainframe it fails, and after an angry Lance uses Solomon's ship to destroy the station and the creature within, he, Ilana and Solomon mourn Octus' death.