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

Kain hired a trouble maker! Millie is good at cooking, but her problem is in the preparation of the meals ... breaking glassware, plates, explosions, etc.... the mornings on the ship always start out with a bang! Aboard Sword Breaker, Kain and crew are on their way to a space port to meet Commander Raily about a job. Raily likes Millie at first glance and is so taken with her, he almost forgets why he is meeting with Kain. He asks Kain to safely transport the witness of a crime to the planet where the trial is to be held. Kain rejects the job, but Millie signs the contract without Kain's approval! He is then forced to take the job because if he doesn't, he will have to pay a huge penalty. When Sword Breaker lands on the planet, Millie drives off with the witness. Kain follows but their car is blocked by pirates.....Kain, Millie and the witness are cornered! Without warning, the witness paralyzes the pirates with strong electromagnetic waves.....the witness is actually a morphed Canary!

Despite Canary's protest, Kain agrees to let Millie enter a beauty contest held in the famous beach resort of Sunzania. Should she win the contest, Millie promises to split the prize money with Kain. While Kain and Millie are strolling on the beach, all of a sudden the security system goes haywire and a robot guard chases Millie. Kain destroys the guard just before Millie is blown away. Meanwhile, a mysterious woman watches Kain in the crowd. At night, Kain and Millie take another walk on the beach front. Before they know it, they are attacked by a group of killers and Kain and Millie become separated. Suddenly, a bewitching woman appears in front of Kain. She is Carla, a boss of the killer crime organization ""Nitemare."" She is a merciless hunter and she attacks viciously and swiftly with a whip. Kain backs off. Millie attempts to come to Kain's rescue, but Carla fights off Millie. Kain accelerates his attack with the power of the Psycho Blade and knocks Carla's whip away at lightning

As Kain watches beautiful stars on his display screen, Canary is busy searching for new weapons in the shopping catalogue as she wants to buy a new beam-missile......and the kitchen is erupting as Millie is attempting to cook.......the usual start in the morning!! The visi-phone lights up and an old man comes up on the screen. He offers Kain a job to handle the security for a military weapons factory. Canary is happy at the prospect of visiting a weapons factory, but Millie complains about having to go to a deserted planet. In the meantime, at the crime organization ""Nitemare"", the old man who called Kain talks to a 'Nitemare' boss. The old man's name is Roy Glen. Glen wants to command the mission at the factory. The trio arrive at the factory via shuttle pod. Kain and Millie head for the caretaker's office while Canary goes into the factory to find weapons. While Canary is moving some missiles to the shuttle, Kain and Millie climb the steps to the top floor and open the door. The old

Highball is a ""female only"" nursing school ship. Kain, disguised as a woman, and Millie are among the students on a mission to protect the two major student groups who are in conflict with each other. On the day of the school's graduation performance exam, one of the students is injured as a result of the two fighting groups. That provokes Kain into lecturing them, which moves the students and helps them regain the spirit of fellowship.

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.

Nina, from the Universal Guardian, and the trio arrive at a space port to escort the Minister of the Trevin kingdom. Because of a unique custom of the kingdom, they are forced to ride in a public space ship. All of a sudden, terrorists disguised in chicken costumes hijack the ship! The trio knock out some of the terrorists but get captured before finishing them off. However, Nina's courage under fire creates a chance for Kain to use his Psycho-Blade. Kain saves themÅ .another mission accomplished!

The trio receives an SOS call from a ghost ship in the asteroid belt, known as ""a graveyard for space ships."" They discover an unknown crystal inside the ship and bring it back to Sword Breaker. They discover the crystal, a super weapon from an ancient civilization, replaces space like a puzzle. Kain and Millie can't find the bathroom any where!! The crystal has made the ship a puzzle!! Just when they are about to give up, Millie finds a disk in a strange room. It plays music like a music box, and its melody leads Kain's Psycho-Blade to the crystal.

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.

The trio go to planet Regun for a job to guard La Gould's cargo boats. They run into their old friend Jesse, who came to do the same job. Kain and Jesse make a bet at a bar -- If Kain loses they switch the cargo boats they are to guard. Meanwhile, a large-scale conspiracy has been taking place between La Gould, the space bandits and Nitemare. Kain and crew fight off the bandits who attack the boats they are guardingÅ . but an unidentified enemy ship attacks Jesse and sinks his ship.

The trio attempt to discover the truth about what happened to Jesse. They investigate a woman named Merina, who is angry with La Gould. They learn that La Gould has been hiring the bandits to attack his own cargo boats for insurance money and that Merina's boyfriend was killed in an attack. The trio and the intergalactic police rush to the bandit's hideout. Suddenly ""Death Cloud"", a battle ship, gets in their way. After the intense battle, Sword Breaker's Plasma Blast gives a deadly blow to the enemy and the trio win.

Kain and crew arrive at green planet E-17. It is the planet where Kain grew up and his grandmother Alice is buried. Alice's tomb and her house have been peacefully kept by Alice's old partner Jill. Lingering at his grandmother's tomb, Kain remembers the old days. Unexpectedly, ""The One Who Disperses Evil in the Universe"" appears in front of him. Kain is frightened and cannot do anything.

Kain, depressed from his encounter with ""The One Who Disperses Evil in the Universe"", runs into Atlas, his old friend, at a bar in a seedy section of town. Together they decide to take a job at an industrial waste plant on planet Gass. The two have a bad memory about the place while on Gas three years ago, they failed an assignment and Atlas was seriously injured. Planet Gass, polluted ocean and air, and an explosion.. the plant is out of control. Atlas confesses he has come back to Gas for one reason and one reason only... to overcome the fear he has of the site. His words inspire Kain, and together they succeed in their mission and safely escape from the plant.

Kain and crew sneak onto planet Lufer to stop the development of the ""Material Transporter."" They run to the space port under ceaseless attack from Carly and other killers from Nitemare. Meanwhile, up in space, Glen has completed the production of the Transporter and his fleet attacks Sword Breaker. The trio manage to fight off the enemy, but now they feel the real threat of ""The One Who Disperses Evil in the Universe."" It has started making its move.

The trio stop at a space port to stock up on supplies. Millie again gets into a petty quarrel with Kain and Canary. She finally declares she's out and not coming back to the ship. Millie gets off the ship, but she has no place to go nor go back to. Millie realizes that Kain and Canary do not want Millie to be involved in the great dangers that lie ahead. Understanding their intentions, Millie comes back to the ship. She shows her determination to be one of them, and Kain and Canary welcome Millie's return to the Sword Breaker.

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 and tow girls entered into a spaceport, disguising the name of ship as ""Space One."" But, they are traced when Millie takes out money with her bank card. Sword-Bleaker bursts out into space. In the mean time at the headquarter of Nightmare. old Glen is forced assimilate into Nezard, one of the Lost Ships possessed by the criminals. Then, Nightmare decides that to destroy Kain and his Sword-Breaker is the matter of first priority. Darkseeder blasts out on Goln-Nova, another Lost Ship.

Goln-Nova easily bounces back the fierce attacks of Kain's Sword-Breaker. Darkseeder forces himself into Kain's mind with Psycho System. Kain is under tremendous pressure. Falling into the dark side or being dead. Canary dives in the psycho world to help Kain. Sword-Breaker narrowly escapes into a black hole immerged by the blast of Leap-Rail Gun in zero distance. Kain leaves Millie behind for her safety.

Judging the time has come, Stargazer orders his battleships all-out attack. The fleets of Nightmare begin revolts in many places of Galaxy. Kain's Sword-Breaker is still under repair and has only 75% of full force. He can not counter attack against Nezard, but, just to run amok. Then, Ragdo-Mezekis joins Nezard in pursuit of Sword-Breaker. Can our heroes run away from their gigabyte attack?

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.

Nightmare and Sword Breaker prepare themselves for the final battle. Kali challenges Kain to a battle or other planets and the like would be destroyed. Kali lets Rag'd Mezegis consume her soul in order for a victory against Kain. Can Kain survive the confrontation with Rag'd Mezegis so he can face Nightmare in the final showdown?

Kain and the SwordBreaker are having difficulties battling Rag'd Mezegis because of it consuming Kali's soul. Nina and Millie try to reach Kain before he battles Dark Star. Kain starts the integration sequence to fuse with SwordBreaker. Millie has Nina shortcircuit the system to stop the integration process. Kain detroys Rag'd Mezegis in one blast.

SwordBreaker blasts through a barrage of enemy ships with Canal (dressed as a cheerleader) cheering Millie and dissueding Nina from helping aside from bringing them refreshments. No matter how many units they destroy, more enemy units keep appearing. The group heads toward Tor Beta. Gore Nova merged with Dark Star becoming an awesome fighting power. Kain heads toward Dark Star in a shuttle in order to shut the power off in Dark Star so SwordBreaker can fire a psybeam from within and destroy Dark Star. Canal reveals Millie's true identity as Millenium Feria Stargazer, the daughter of the leader of Nightmare. Millie's not sure because her family had nothing to do with her. Millie gets transported to the battlefield where Kain and Stargazer are fighting.

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.