Seeking weapons, Shad goes to the space station of Doctor Hephaestus (Sam Jaffe), an old friend of Zed. The station is populated mostly by androids, except for two humans: Hephaestus, whose numerous life support-systems have turned him into a cyborg, and his beautiful daughter Nanelia (Darlanne Fluegel), who looks after him and the androids. The doctor wants Shad to mate with his daughter, by force if necessary. Shad cannot bring himself to abandon his people; he persuades Nanelia to help him escape. She follows in her own ship; although she has no weapons, her highly advanced computer systems might be useful. The two split up to look for more mercenaries.