With the destruction of planet Tek, the sole survivor, princess Tekla accompanied by Voxx travels to another system to warn all planets about the Beast Invaders. She crash lands on planet Ice where a quarrel between the Royal legion of King Cryos confronts a Rock expeditionary mining squad, including Graveheart. A Beast cohort launches a full-scale attack and only the Ice sovereign, Graveheart and a convalescent Tekla survive the first purge. King Cryos and his aides heal their former adversary and welcome Graveheart in joining the Alliance. Meanwhile, the Beast Armada invades the system and begins preparations.

The Aurora, Cryos' flagship, travels to planet Rock to convince Lord Mantle to join the Alliance. Sadly, the army arrests Graveheart and the Rock King expels the Ice King determining he is still his greatest enemy. Lord Mantle condemns Graveheart to imprisonment. Meanwhile, Blokk the supreme warlord of the Beast launches an invasion on planet Rock with Voyd permission. Jade, a rock commander and a long time friend of Graveheart, releases him and they run to the Core central to activate the planet's defense – the Battle Moons. They succeed but Lord Mantle banishes the “miner” still not believing in the alliance. Despite all odds, Jade agrees to join them, claiming to need to watch her friend's back.

The Aurora travels to planet Fire in hope of convincing prince Pyrus to join them. The obstacle here is the Grand Vizier who doesn't trust strangers. He orders Graveheart and King Cryos to survive a labyrinth of lava where lava dogs are lethal beasts. Meanwhile, Zera, Cryos' daughter, is furious at prince Pyrus for not intervening but a Beast battalion interrupts their argument and wounds the young lord of Fire. However, Jade arrives at the last moment and saves the children. Graveheart and Cryos survive the test and Fire is pleased to join the Alliance.

The Alliance travels to planet Bone but finds a surprise – the Beast planet is already there. Emperor Femur, an arrogant and egotistical leader, agreed to welcome both the Beast and the Alliance on his world. Lamprey the Deceiver and her agents convince the Bone Emperor to side with them and send on the run King Cryos, Graveheart, Jade and prince Pyrus. The young prince of Fire believes he can reason with Femur but is captured by Lamprey and her warriors. Eventually it is revealed that the field generator built on planet Bone will not protect the planet but will instead seal the entrance to any Alliance Battle Fleets. When betrayed, Femur rescues Prince Pyrus and creates a diversion allowing the Aurora to destroy the Field Generator giving their fleets the chance to swarm the invaders. Bone joins the Alliance. Back at their World Fortress, Lamprey tells Blokk and Voyd that she believes Tekla to be responsible for uniting the worlds.

Lamprey possesses the body of Tekla and intends to crush the fragile Alliance by murdering its leader Graveheart. Her plan fails when she mentions details the real Tekla couldn't know. She escapes inside Femur's flagship heading back to Bone.

Tekla and Lamprey battle for the domination of Tekla's body and spirit. Tekla manages to defeat her enemy and regains control of herself.

Someone frames Jade for murder on planet Fire. On this world the punishment for murder is a death sentence. Graveheart leads prince Pyrus and the Grand Vizier on an investigation and the miner determines the criminal's fingerprints aren't those of Jade. When Lamprey the Deceiver and her warriors appear, there is a battle and the group is rescued by princess Tekla and King Cryos. Jade is free and the heroes have saved the day.

Someone has kidnapped lady Zera, the young princess of planet Ice. It turns out to be Blokk who wants King Cryos to choose between family and duty. If the Ice king chooses family he will have to abdicate the throne. Cryos and Jade rescue Zera while Tekla and Graveheart defend the palace with prince Pyrus and Femur. At the end, the Ice sovereign surrenders the throne to the army commander Medstar.

Prince Pyrus and Lady Zera accidentally crash land on planet Remora, a dead world. They must escape Blokk and his millions of warriors.

Graveheart believes he is not the right leader for the Alliance. The miner remembers when his younger brother Mica died on a trip to planet Fire. He failed him. Jade consoles her old friend and convinces him to stand firm.

The assault on planet Remora begins. Cryos is once more sovereign of planet Ice. Bone, Fire and Ice stand against their common enemy. On planet Ice, Tekla and Voxx search for a special weapon underground. Blokk, Lamprey, and Voyd unleash the ultimate power of Remora against their enemies. Blokk fights on and Emperor Femur abandons his comrades leaving them to fend for themselves. Remora fires and destroys half the battle fleets.

The Alliance stands against their greatest enemy. Remora unleashes even more of its offensive strike forces and damages the Ice and Fire battle fleets greatly. In the end, Jade and the Battle Moons rescue the day and it seems Remora is destroyed. However, the Beast Planet shows up and annihilates one of the Battle Moons.