The Comet Empire main fleet makes their final stand at Saturn. General Bleak's Magna Flame gun manages to destroy a sizeable chunk of the Earth fleet. Earth's remaining forces retreat to Saturn's ice rings wherein they ambush the Comet Empire forces. The Argo, late to join Captain Gideon's fleet, is not able to participate the the main battle but sends fighter squadrons. After defeating the Comet Empire fleet, the combined force of all the Wave-Motion Guns in Earth's fleet succeeds in disabling the plasma vortex that enshrouds the Comet Empire fortress. But, the secondary plasma shield that covers the upper half of the fortress remains operational, and the Comet Empire's main belt guns manage to wipe out the entire EDF fleet. Captain Gideon and his Andromeda crash headlong into the Comet's plasma vortex but not before radioing a message to the Star Force that they should attack from the bottom. Note: This episode features the really grooving version of the Comet Empire theme, as Bleak's fleet plunges into the heart of the Earth Defense forces.

Just as Earth officials are leaving to sign the surrender agreement, the Star Force begins its surprise undersea torpedo attack. They roust the fortress aloft. After a frantic fighter battle above Earth, in which we later learn that pilot Hardy has died, a desparate invasion task force -- Wildstar, Sandor, Conroy, Knox, et al. -- penetrates the Comet Empire through openings in the bottom side. Sandor's bionic leg is blown off the ensuing shoot-out. Sgt. Knox manages to reach the Comet Empire energy centre. He tells Wildstar and Sandor to return to the Argo, and that he will follow. Once they are outside the Comet Empire, Knox manually sets off the small hydrogen bombs that destroy the energy center (and actually Knox too, though English dialogue denies this). The Star Force launches one, final, all-out barrage against the powerless Gatlantis fortress. The rubble churns into fire. When victory is thought won, a deadly black ship, Zordar's dreadnaught, rises from the ruins. Zordar threatens to leave Invidia and General Dire behind in the exploding fortress for all their meddling (actually, in the Japanese version, he does!).

The Star Force leaves Ganymede to defend Earth, but is again attacked by Desslok. Almost regretfully, Derek Wildstar gives the order to fire the Wave Motion Gun at Desslok's fleet. But, the clever Gamilon uses his SMITE teleportation device to position space mines around the Argo's bow... threatening certain detonation if the Wave Gun is fired. Just as Desslok fires his Desslok Cannon at the Argo, the Star Force performs a small space warp, and ends up ramming into Desslok's own ship -- in perfect symmetry of the actions of Desslok in the last episode of TV Season 1. The Star Force invades Desslok's ship for a hand-to-hand fight. During the boarding, Nova and Dr Sane watch helplessly as Venture is blown into space by an explosion. Both ships are rendered inoperable, and the ever-practical General Talan convinces Desslok that he has effectively won, and should abandon the ship. Reluctantly, the Gamilon Leader agrees. Turning to leave, Desslok finds Windstar facing him on his bridge. The Comet Empire lands in the Great Eastern Sea (off the coast of Japan) on Earth.

Wildstar, badly injured, reaches Desslok's command bridge. At the moment of the inevitable pistol duel, Derek faints and Nova rushes in to catch him. Seeing Derek and Nova's devotion to Earth and themselves, Desslok sees his own nobility. He laments the futility of his battle and vows never to fight (Earth) again. Echoing the advice of Captain Gideon, Desslok tells Nova the secret of how to defeat the Comet Empire from it's bottom side... and simply leaves. We learn that Treleina still lives, and rescues Venture floating dead in space. The Star Force pulls free of the wreck of Desslok's flagship and prepares what meager assortment of weaponry it has left for the final, undersea assault on the Comet Empire.

Nearing the edge of our solar system, the Star Force completes a space warp from which re-materializes right on top of a Comet Empire recon plane (no apparent damage to the Argo). The Star Force passes planet Brumas again on its way back to rejoin the Earth fleet. Despite Wildstar's objections, the Argo's return is delayed while Sgt. Knox is allowed to hold services for the friends he lost on Brumas when it fell to the Comet Empire. While there, he and IQ-9 discover that Brumas has been turned into an enemy ordinance base with lots of missiles. A Comet Empire advance fleet bears down on the Argo. The Star Force destroys the base and the fleet with the Wave Motion Gun.

Wildstar and Nova visit the remains of one of the underground cities that Earth used when it had been devastated by Gamilon radiation. Wildstar fears that the new threat could make them necessary again, and knows the the EDF government will not act quickly enough. The encoded message received during the power surge is analysed and determined to be a jammed distress call from outside the solar system -- originating somewhere in the same area as the approaching comet (the issue of it being in some "unknown language" seems to have gone away). But the Earth Defense Committee refuses to take action or to take the possibility of a new threat seriously. Wildstar assembles the old Star Force crew in front of Captain Avatar's memorial statue (Heroes' Hill), and proposes a renegade mission to seek out the new threat.

The Star Force is nearly out of Telezart's system when the Comet Empire reaches it. Treleina finally makes contact with Prince Zordar, challenging his philosophy of subjugation. Ironically, Zordar's reasons for his campaign do reflect a common state in humanity -- complacancy and laziness. Nevertheless, Treleina rejects his rationale, and turns her entire planet into anti-matter, causing a magnificent explosion into which the Comet Empire plunges at full speed. The Empire eventually emerges from the explosion severely damaged and unable to continue its course to Earth for some time. No trace of Treleina or Telezart is left. Venture is emotionally crushed. Treleina is presumable dead.

Despite its setback, the Comet Empire orders its fleets, under the combined command of General Bleak, to gather for full and immediate attack. Captain Gideon, realizing the urgency of the situation, overrides the Earth Defense Committee and calls in all Earth defense forces to rendezvous at Titan. Meanwhile, Princess Invidia knows that she must have Desslok killed before he can talk to Zordar. She arrives to lead him out of his prison cell whereupon she plans to have him shot for trying to escape. But, the perceptive Desslok has already forseen this, and has made real plans to escape. Leaving the cell, he takes Invidia hostage, and ushers her to Talan's awaiting air car. They dump Invidia at the runway and, with skillful piloting, escape the Comet Empire fortress. Prince Zordar realises he was deceived regarding Desslok, and grants him his flagship in return. The Argo warps to join the Earth fleet.