During this time, Earth is visited by a Broodwarrior, a member of an alien race of insectoids. They are currently waging a war against the suit's creator, Tenris De'Thar, and his fellow Trelkins, who had created it to develop a weapon to turn the tide of the war, but he was forced to launch it into space due to a Broodwarrior attack. The Broodwarrior's mission is to find and capture it so his race can analyze it. After his first encounter with the Broodwarrior, Spencer escapes, forces Cy to eject him out of the suit, and abandons it telling it he's afraid he might not "live to see his next birthday" if he "engages" the Broodwarrior. Back at home, after he looks over one of his comic books titled "MidKnight Warrior" and he thinks about what the title character, in his situation, would do, he goes back out to find Cy. He unexpectedly finds himself accompanied by Turbo, now becoming his friend, only to find out Cy has been captured by the Broodwarrior. They head to the junkyard, where Cy is about to be taken off-world by the Broodwarrior, and create a plan to distract the Broodwarrior long enough for Spencer to rescue Cy. Spencer gets Cy back and begins battling with the Broodwarrior.