AM, Red Stellar and Selbarcs appear on the observation deck of a Hyelartian battle cruiser. Out the window the can see hundreds of Hyelartian and Oolu ships in a massive battle. In the middle of it all is a single Omini ship the is no one is attacking.
An alarm pulsates in the background as the group hears the ship taking damage and it starts to drift toward a planet they are orbiting. A Hyelartian squad runs by and one of them stops. It is Elgob who is excited to see Selbarcs after losing him at Whitestar Station. He tells them they are boarding a drop ship. AM get a reading on the Quantim Resonator which points to the planet. The group joins Elgob but a blocked by a bulkhead. AM lifts it but realizes the other half of the ship has torn away and the group starts to get sucked out. After a close call they head to another drop ship full of Hyelartian soldiers and join them down to the planet Rhidian. The dropship disconnects just as the battle cruiser tears apart in the atmosphere.
The dropship lands a few miles from a Rhidian city and sprays out laser fire to clear any enemy nearby. The ship opens up revealing dead Rhidians which are slug like. The Hyelartian squad runs off and is immediately killed by an orbital bombardment from an Oliver ship. The group follows the Quantum Resonator toward the city as they witness a massive land battle occurring around them. They encounter an Oolu squad and take them out but not before they report their location.
The group hurries to the city and find an underground shelter. Upon further inspection they find a group of Rhidians and a pregnant Oolu woman hiding. Red Stellar and AM talk to them as Selbarcs and Elgin stay hidden. One of the Rhidian recognizes Red and sees him as a resistance hero. The Rhidians are taking cover from the battle and protecting the Oolu, Lucky Linda who was sent to Rhidian for analysis and helped them form a resistance toward Oolu rule (similar to Pete Friendly on Earth). AM discovers her necklace is part of the Sonata they are searching for. The woman says her necklace is connected to her husband, Yloponom, a Hyelartian officer who is looking for an opportunity to break away from his squad.
At that moment Salbarcs detects a Hyelartian squad and distracts him as AM cuts his way through the back toward an array of tubes the Rhidians use to travel. Salbarcs tells the squad that all is clear and convinces them to check the next sector over.
The group takes the tubes to a refugee camp with thousands of Rhidians. Lucky Linda leads them to Yloponom's squad and surprise attack. They discover the squad was using Yloponom as bait to capture Lucky Linda and more Hyelartian soldiers appear. Yloponom has a bomb attached to his neck and AM tries to remove it but it goes off causing his powers to go wild and giant knives emerge from the ground. One knife sets off Red's jet pack and he just heads up with no control until he is floats into the Omini ship. The rest of the crew get away with Yloponom and AM take the other half of the Sonata shard.
Red is greeted by Horrid who wants revenge for cutting off his arm and humiliating him. He also realizes that Red is here for the Sonata and demands how he know where it is. Red gives the usual runaround but his jet pack starts to run out of power and he starts to float down. He then realizes that the ship is full of Rhidians and convinces them to fight and they take over the ship as Horrid jumps into an escape pod. Red then takes a shuttle down.
The rest of the group get Yloponom back to the refugee camps just as an Oolu squad who has been following them shows up and Lucky Linda goes into labor. They are able to take out a few but one last remains and he orders orbital attacks on the camp and finds Linda hiding under a bridge. AM fires a nova blast at the Oolu killing him but cutting the bridge which starts to collapse. Salbarcs is able to rescue those on it.
The group determines they need to stop the orbital blast and evacuate the refugees. Red bring the entire Omini battle cruiser down and starts loading refugees along with Lucky Linda and Yloponom. Salbarcs and AM fly the shuttle into the Oolu ship, jumping out in EV suits and destroying the ship only to get picked up by an Oolu capital ship. They are captured and questioned by Freddy for Real who is leading the attack. He asks AM about Pete by AM won't give him anything useful. He then shuts AM down and take him away for an hour. Freddy then shoots the two out in an escape pod which is picked up by Red.
AM does a full scan of himself and does not find anything but recommends shutting him down in fear that Freddy did something to him. The crew helps Lucky Linda and Yloponom lead the Rhidian refugees to a new home.