Desperate times may make for an opportune chance when a trio of adventurers meet by accident and find themselves out manned by a criminal syndicate- but out manned doesn't equal out gunned.

Kain and Canary are staying at the Space Dock while their space ship, Sword Breaker, is undergoing repairs. Millie asks Kain to hire her as his assistant. Kain turns down her request. Meanwhile, Commander Raily of the Interstellar Police phones Kain. He refers to what happened at the satellite of the Crime Organization and forces Kain to accept a most urgent job.....a berserk computer has caused a mammoth space cruiser to go out of controlÅ .Kain must stop the cruiser!! Kain finds it is not easy to get in the runaway cruiser. Suddenly Millie, who had stowed away in Kain's ship, pops out and begins to shoot missiles. Thanks to her outstanding shooting, Kain is able to board the runaway cruiser. The runaway ship is on a collision course with the Space Dock and he finds it is impossible to change the ship's course or to stop it! Canary powers up Sword Breaker and manages to change the course of the runaway cruiser. (Millie is stunned by the incredible strength of Sword Breaker.) All of a s

Upon taking the job to search for a missing person, the trio arrive at planet Gambit. They quarrel over some minor thing and end up in a major quarrel with Kain and Millie on one side versus Canary on the other. The army of the killers from Nitemare attack Kain and MillieÅ . then attack Canary just when she finds the missing person. Canary is forced to deal with the tough and merciless killers by herself. Kain and Millie rush over to help her, which eventually brings victory and harmony to the trio.

On a giant immigration ship, the trio take on a job to guard the energy resources for planet reclamation. A small group of children on the ship ask Kain to be their basketball coach. They have a game coming up with their older rivals to see who will control the basketball court. The thugs after the energy resources also attempt to seize the court because the ship's main control room is buried underneath it. When Kain and the children win their respective battles, the ship is about to arrive at her destination planet after a long voyage.

Investigation Bureau of Interstellar Police finds Inspector Raily Claymore is selling the confidential information. Just then, breaking news that one of the legendary Lost ships was found, is flashed on the interstellar-net. Kain arrives at the site first. He is attacked by Carly the lady assassin of Nightmare. Raily sneaks into the lost ship called Ragd-Mezekis and starts firing at the fleet of Interstellar Police. Police thinks it is Kain's assault and makes an open search for Kain and his space-mates throughout the universe.

Kain chooses an ice planet to repair Sword-Breaker 100%. Soon, Nightmare detects his ship and Nezard and Goln-Nova appear. Kain gets outraged when Darkseeder calls him ""an underdog."" The rage and hatred voltages up Kain's psycho energy tremendously. It destroy Nezard in a blink of eye. Darkseeder goes away with mysterious smile on his lips.

Kain can not control his psycho energy emphasized by rage and hatred. Canary asks him to take a rest. In the mean time, Ragdo-Mezakis learns Raily wants to destroy all the Lost Ships. It start to rebel against Raily who escapes from the ship in a nick of time. Raily is rescued by a freight ship where he meets Nina and Millie. Millie is stunned when Raily tells her that the Lost ships eat up the master of ship. Kain finds through Canary's memory circuit that Alice, grandmother of Kain, was absorbed into Sword-Breaker itself by the power of Psychord Final. Then, Canary pinpoints Nightmare's headquarter.

A brief recap is played at the beginning with Millie being transported to where Kain and Stargazer is. Millie's body is taken over in a sense by Stargazer; he makes her pick up a gun and shoot Kain everytime he moves towards Stargazer. Canal sacrifices herself to destroy Dark Star. All her memories are being erased but she still strives to see Kain one last time. There's a final showdown between Kain and Stargazer. Millie resides at Kain's grandmother's house waiting for Kain to arrive; she falls asleep at a desk writing in a journal and awakens to hear a ship. She bolts up a runs to the window and sees SwordBreaker flying overhead. She runs outside to greet Kain. End credits.