Using a robot MOONIE, the Captain and crew steal the priceless "Eyes of Hub" from a satillite vault and return the jewels to its owners causing the original theives to pursue them. A human MOONIE tries to help by hiring the Captain to command the starship Thalia which crashes on the asteroid Eros II. This marks the birth of the of MOONIE the Starbabe and all the Starbabes. However, the murderous thieves arrive with enough fire power to blow up everyone.