Battle Beyond the Stars (1980) - full transcript

Shad, a young farmer, assembles a band of diverse mercenaries in outer space to defend his peaceful planet from the evil tyrant Sador and his armada of aggressors. Among the mercenaries are Space Cowboy, a spacegoing truck driver from Earth; Gelt, a wealthy but experienced assassin looking for a place to hide; and Saint-Exmin, a Valkyrie warrior looking to prove herself in battle.

Give me the second field.

- At once, sir.
- Second field, activate.

This is Akir, a planet of stone
with a single green spot.

Let's see it. Field five.

- Fifth field.
- Fifth field.

What about their forms?

Compatible with ours: Oxygen
burners with lateral symmetry.

They have a solar technology,
no known defence capacity.

Interesting. Let's check that.

The only craft they have
is an old weather ship.

We've got a few cloud formations. Look
like negative ion over the fertile region.

Nothing to worry about.
And as for that cold front...

Hey Gar, I'm picking up something here.

We got visitors!

Hello there! Welcome to the outer
atmosphere of the planet Akir.

Put it through the language translator.

Hello? Could you identify yourself, please?

What is it?

Hear me, beings of Akir.

I am Sador of the Malmori.

I have come with my forces to conquer you.

If you resist, I will crush you.

I possess a stellar converter,

the most powerful weapon in the universe.

You cannot resist me.

I want your planet to be my colony.

You harvest comes in seven
risings of your red giant.

I will return then

and you will accept me as your master.

If you do not submit, your planet
and all life on it

will be burned to ash.

Snipers forward.



Fire at will.

Merely a demonstration, beings of Akir.

I will return in seven risings.

You are mine.


Pick a fighter to stay
behind and watch them.

Full thrust, Umateal.

I have a promise to keep.

No, no. Listen to me. We don't know how.

We live by the Varda.
The Varda is not to fight.

The Akira haven't fought for centuries.

I have fought.

And I am a son of Akir.

And you are an old man.

I have lasted this long by fighting.

We are all going to be killed.
We are defenceless.

To fight creatures of violence

you must use creatures of violence.

- Hire mercenaries?
- We have no wealth to offer them.

The violent fight for many reasons.

Well yes, but then who will protect
us against these mercenaries?

For that we have the Varda.

Who will find them?

I will.

You? You're a boy...

The Varda teach us that
each form has its function.

My brother is the only one
who can fly Zed's ship.

That's a junk pile.

Junk pile!

I've taken her up.

I think she trusts me.

And your first mission:

Go to the Phoenix Cluster.
Find the station Dr. Hephaestus.

The best weapons man in the system.

Drop my name and he'll be sure to help you,
if he's still operative...

I'm turning the boy over to you, Nell.
Take good care of him.

Hello, Nell.


Hello, Nell?

Are you there, old girl?

- Nobody calls me that but Zed.
- Sorry.

This isn't going to be just another
planetary joy ride, you know.

I know that, Nell. I'll do
my best not to let you down.

We'll see.

Anyway, I told them you trusted me.

You're okay.
A little wet behind the ears...

The only thing we have to remember is
that if we don't make it, nobody else will.

I've spent my whole life in that city now.

The first time away from home.

I'm your home now, kid.

What do you think it is, Kalo?

Maybe it's some of them trying
to escape to another planet.

What do you think we should do?

We don't have orders about escape attempts.


So we blow it up...

just to be on the safe side!

Malmori fighter.

Just one, but it's coming full thrust!

Okay, Nell. What do I do?

Nell, what do I do?

Lock in on target.

Weapons activated.


Blast them!

- I can't.
- What?

I can't! I mean if we blast them,
we're going to tip our hand.

Wait a minute. Wait... Wait a minute.
Can we outrun them?

We sure as hell cannot fight them,
not with you in the driver's seat.

Right, Kalo, right!


Turn it! Get me a shot!
Just one clear shot!

I'm trying, I'm trying, but
he won't stand and fight.

- Kalo, get me a shot!
- Cut it out! Go back to work.

Why are we slowing down?

We were ordered to watch the planet.

To hell with orders.

I want that ship.

Remember Lobo?
He disobeyed orders

and now Sador is wearing his left foot.

Maybe we better go back.

Showing my backside to those
mutant sons of bitches.

I can't believe it!
You got no backbone, kid.

When Zed was your age...

My job is to find mercenaries.
And I'm not Zed.

You bet! Not even a pale imitation.

You know, I thought I did pretty well back there.
I mean, you're still in one piece, aren't you?

Sure you did there, but at the contest for running
away, you'll be champion of the universe.

Why don't you...? Why don't...

Just take me to the Hephaestus Station.

The station of Dr. Hephaestus, Shad.
There, dead ahead.

This is an emissary from the planet Akir.

Dr. Hephaestus?

Does anybody receive my transmission?

I'll have to go in anyway.
Manual controls, Nell.

Give me the docking thrusters, please.

Who sent you?

What have you come for?

Oh, audio malfunction, huh?
I'll have to take a look at your banks.

Wait a minute! I'm not an android.

You're warm!

Of course I'm warm.

I'm organic. Haven't you
ever seen an organic form?

No! Except my father.


There are only the androids.

I take care of them.

I see. Well...

If you would like to let me out of this,
I'll tell you why I'm here. Please.

Unless I can bring back a fighting force
and offer some resistance, we're finished.

Do you think your father will help?

Your father isn't the way he was when
your friend Zed knew him, you'll see.

As long as he gives us the weapons.

We're here.

You go on alone. It's father's wish.

You are welcome, Shad of the Akira.

Thank you, doctor.
This is quite a surprise.

I heard your story in the cargo.

When you're in my station,
you're in my presence.

Great. And we won't waste time.
Will you help us, doctor?

I am an old man. Older even than Zed.

I have seen many wars, large
and small, throughout the galaxies.

Forms must pray on other forms to survive.

That's not what the Varda teach us.
We pray on no one.

Your planet is doomed.
And I have other plans for you.

Other plans?

This station was built for many.

It remains a hollow and lonely place.

You've met my daughter.


Wait a minute.

You don't mean that you want me
to breed with your daughter?

It seems a better fate than that
offered by the Malmori, does it not?

You would stay here in peace forever.

What about your daughter?
Have you asked what she wants?

Leprus, Skew, escort the
gentleman to Nanelia's room.

He's got a lot to think about.


Father wanted me to talk to you. He means
to keep you here for me. I'm sorry.

I do not have time for this.
Don't you have enough toys?

He said you're sure to be killed.
I wouldn't want that.

Saunders, prepare the conjugal suite.

Fresh bedding, everything.

The gentleman will be staying, then, sir?

He will.

Nanelia will convince him.

I'm sure she will, sir.

The defence of his planet is hopeless.

He will understand that.

I'm sure he will, sir.

We will have children here, Saunders.

Noise, excitement, life.

It will be quite a change, sir.

In the colder season, even the grasses
in the meadows changes colour.

Chlorophyll content.

They turn bright red, yellow, orange.

They change shade and
wave when the wind blows.


Yes, wind.

It's... It's rather like your
ventilation system in here.

You know, rapid ventilation, but it's
different, bigger than this, but it's wind.

I've scanned all these things in our data
banks, but I've never experienced them.

Do you know there's a form in the Black Galaxy whose
children have no immune system till the age of five cycles?

That means that at the slightest trace of
infection they would just rot like fallen fruit

I have heard of them. The Huddite.

Who asked you?

When they reach the age of five cycles

all the relatives gather
together in a special room

and they watch while the child tears and bites
at his plastoid with its teeth and nails

till it breaks out in the
arms of his parents.

Feels their skin for the first time.

Feels the wetness on their
cheeks for the first time.

It's horrible out there. Forms
preying on other forms. Death...

Most of them never do develop immunities.
They die shortly afterwards.

But the Huddite still feel that the
breaking out ceremony is very beautiful.

You really want to go
back there, don't you?

Even if it's certain you'll end?

Oh yes. I'm going back.

Step into the Captor Grid.

I must warn you, miss Nanelia. That would
cause the Captor Grid to short circuit.


Come with me. You know about computers.
You can help us.

I can't! I can't leave my father.

I wish I had time to stay and
convince you, but it's your life.

Such as it is...


What took you so long?

- He wanted me to stay for dinner.
- And how is old Doc Hephaestus?

Well, he's not the man he used to be.
Let's get out of here.

Come with me. You can help us.

No weapons at all?

No, but I brought an analyser. We can predict
their attack modes and plan a defence.

I'd like to exchange data with that thing.
Might be some new wrinkles I should catch up on.

Who's that?

It's just Nell.


I'll introduce you later, back on Akir.

Wait for me in the Lambda Zone.

Our emissary has returned from Umateal.

They have replied to our ultimatum.


What's this?

It is our emissary, sir.

They have powdered him.

They are a proud form.

In an hour they'll be an extinct one.

Not a trace of them left,
not even their dust.

Think the girl will be all right
crossing through the Lambda Zone?

Well in my day that was a pretty wild area, but
it's probably tamed down like everything else.

I suppose. She's a very
interesting form, Nell.

Starboard side, kid. We've got some action.

What is it?

The little ones are Jackers.
They're breaking down his force shield.

- Then what?
- They incinerate him and steal his load.

♪ Sixteen gamblers to carry my coffin ♪

♪ Six purty maidens to sing... ♪

♪ And lay the sod on me ♪

♪ For I'm a poor cowboy
Know I done wrong ♪

This is Space Cowboy. S.O.S.



- Can we help him, Nell?
- Not without a fight.


You're just lucky I haven't
got any ammunition left.

I've never taken life before, Nell.

The Varda says we can
take life to save life.

Okay, Nell. Let's do it.

Manual controls.

Locking on target.

- Fire. Fire!
- Not from behind.

Step in it, kid. You've
got to follow through.

No, no. Not from behind, no.

Hooray for our side.

You fired without me.

It had to be done.

You're placed under my direct command.
You fired without me.

That which is not organic must not...

...harm that which is. I know, I know.
It's a damn stupid rule.

Jacker to port. Sector three.

I did it.


didn't think, I just did it.

You had to, kid. You done fine.


Listen, I've done more fighting
than I've seen old movies.

Which is saying a lot seeing
that's all I do on long hauls.


I have the greatest
collection of old westerns...

We'll need experienced soldiers.
Would you care to fight with us?

Yeah, you see, you're fighting Sador.

Sador's never lost a war. He never quits.

You fight Sador, you've got a
snowball's chance in hell.


Transmission from the planet Umateal.
The Malmori force has arrived.

Put it up on the screen, Nell.

Stellar converter...

See what I mean?


That was my customer.

How would you like 10.000 Mach Laser 4's
and 40.000 Charge Snides?

They're paid for and I haven't
got the fuel to get them home.

You're carrying weapons?

They're hand weapons, the best we make.

We're going to need weapons...

but we won't know how to use them.


And we'll probably need someone
to teach us how to use them.

Yes, I can see that.

And we did save your life.

Okay. My rig's a hauler, not a fighter, but

I'll set up your ground defences.

Agreed? Put it there.

- I'm not the cavalry.
- Cavalry?

I'll show you! You've got
a treat in store for you.

As a matter of fact, I'll show
you Custer's Last Stand.

Yes indeed.

A pretty tasty looking morsel.

Who are you?

Your saviours. You were about
to be digested by a Zime.

A Zime?

A creature who consumes living organisms.

We're Zimeirs.

We cook them down for their protein.

I am Cayman of the Lambda Zone.

And these are my crew.

They're burning me.

They're Kelvin. Urim and Thunim.

The Kelvin are a thermal creature.
They communicate in degrees of heat.

And this is Quopeg...

My Kunar.

Well, I'd like to thank you all very much.
Now just get me down.

Now, now, now! Don't be too grateful.

I know a market where a female form like
yours would bring in some heavy dust.

You'd do that? You'd sell me?

Well of course! Live or for protein.
I do whatever pays the most.

I'm hiring mercenaries for a
great battle on the planet Akir.

Is that so?

What could this planet Akir offer me?

They have the richest molybdenum
deposits in the system.

Nice try, hot blood, but
I've already seen Akir

and there is absolutely nothing
on that planet that I want.

You're heartless. You're just like Sador!


Sador? Sador of the Malmori?

It's who we're fighting against.


So, Sador lives, does he?
Your ship will need some repair.

Quopeg, cut the Zime loose.
We cruise for Akir!

We're being pulled in by something.
Feels like a magnetic net. Look, sector 2.

Damn it. Prepare full thrust.
We'll break loose.

I'm not strong.
Remember the Varda.

What about the Varda?

- Think. What would the Varda say?
- Nell!

To use greater strength against itself.
It's our only hope, kid.

All right, big mouth. Change
course, right into their laps.

Okay, what's the big idea?

Don't everybody talk at once.

Listen, if I don't get some answers fast,
I'm going to have to use this thing.

Let me rephrase that.

You are not of a violent form.

We sensed that you did not intend to shoot.

You read my mind?

Among other things. We have
monitored your travels.

You are seeking mercenaries
for an adventure.

We would like to participate.

Well, we can't offer much in payment.

No need. We are self-sufficient.
We are Nestor.

All of you?

This is but a facet.
These are but facets.

There are hundreds of thousands like us at home
and scattered throughout the universe.

We are Nestor.

You're clones.

In a manner of speaking.
We share identical consciousness.

What one sees, all see.
What one knows, all know.

And all of you want to help us?

These five facets, yes.

Four of us are required
to operate this ship.

- What about the fifth?
- We always carry a spare.

Thank you.

You see, there is only one
Nestor. One consciousness.

As you might imagine,
this is proving very lonely.

Very dull. We must avoid becoming...

We believe you have a phrase for it.

...becoming "bored to death".

Look, Kalo. Females.

A bonding approved for procreation.

A bonding conceived in the
face of our present crisis.

We're supposed to guard the planet.

Where is it gonna go?

Come on, let's do it!

It would make you happy, wouldn't it?

What the hell, they're only Akira.

Everybody scatter!

Beam her up, Kalo. Beam her up!

In the old days Nascosto was one of the
wildest cities in the Smilax System.

Freebooters, outlaws, adventurers. If you're
looking for mercenaries, that's the place.

Doesn't look like much of a city to me.

It's all under the surface.

The weather is a bit touchy up on top.

There are tornadoes and radiation storms every
couple of days. Keeps the tourists away.

Who sent you?

I'm on a mission for the people of Akir.

I'm hiring mercenaries.

I was told that there would
be many on Nascosto.

You're a little late. There's nothing
left but me and the lower forms.

What happened here?

The other planets in the galaxy
formed a protective association.

They raised an army and cleaned us out.

We made them nervous.

But you stayed.

I came back for a rest.

There's not a planet in the galaxy
where there isn't a bounty on my head.

What makes you so popular?

I settle disputes, very quickly.

I'm very good at it.
I don't care who I work with.

I've collected a lot of
enemies along the way.

You kill for a pay?

I have no home,
no family, no principles.

What else would I kill for?

- Pleasure?
- No.

It's strictly business with me.

Now, what's your pitch?

I'm hiring mercenaries to
protect against an invasion.

But food and shelter is all
we can offer in payment.

All of our wealth is in our culture.

I could buy your planet ten times over
with what I've gathered in this room.

Plutonium, cadmium, Qualine crystals...

I've been very well paid for my work.

I'm sorry to have wasted your time.

No. Wait.

Listen to the rest of it.

I sleep with my back to the wall

when I can sleep.

I eat serpent seven times a week.

There's not a major city in this galaxy where
I can show my face or spend my wealth.

Right now your offer looks
very attractive to me.

A meal, a place to hide.

So what do you think of him?

He'll fight all right,
but he'll fight alone.

I don't care, just so long as he'll fight.

Don't worry, he'll be pointed
in the right direction.

Wait a minute.

What is it?

I don't know, but it's right in my flight path.
It could be a mercenary answering your call.

A mercenary in that pea shooter?

Listen, kid. In some galaxies,
that would be a big ship.

Thalians aren't much bigger than your
hand, but they're some bad customers.

Well whoever he is, I don't
have time to play with him.

- Put up the force field.
- What?

Put up the force field, hurry!

- What the hell is it?
- A challenge.


It seems he don't think this galaxy
is big enough for the both of you.

He's completely outmatched.
He must know that.

Don't lower the force field.
It's too fast for you to hit!

- But he keeps coming at me.
- Ignore it.

It can't hurt to forget about it.
That's what the Varda says.

I want a shot at him, Nell.

You shoot down a couple of Jackers and all of
a sudden you're the scourge of outer space.

Will you just shut up
and help me fight him?

Help yourself. You're being sucked in,
can't you see he's just playing with you?

What is it? What's happening?

- A blank.
- A what?

Soft light, no heat. I'm not damaged.
I have a transmission.

I am Saint Exmin of the Valkiri.

I have come to coo upon you.
It was a very enjoyable fight.

Enjoyable fight?

But then all fighting is enjoyable.

I have heard of your battle with
the Malmori. I wish to join you.

Oh yes? What are you going to do?
Shoot blanks at Sador?

The Valkiri are great warriors.

In our youth, we must leave home and fight in
many battles until we have proven ourselves.

Well you've proven yourself to be a pain in
the neck, so why don't you just fly off?

But I wish to fight.

My planet is in danger and
you're playing tag with me.

Your ship is like a toy.
You have no firepower.

It's one of the fastest in the universe.

Well the Varda teach us that
swift rain is little rain.

But I want to join.

But we don't want you. We don't
need you and we won't have you.

So go count your coo somewhere else.

You were a little harsh weren't you?

You saw her. She was playing with me.

Yes, and she won.

Would you like me to short
circuit your audio?

Shad to Cowboy.

Chad to Cowboy. Come in, Cowboy.

Cowboy, are you there?

Where've you been, Shad?
You're two Martinis late.

I've got some help.
We'll meet in the Lambda Zone.

Is that real smoke you're
putting into your lungs?

Yep. And before you ask, it is the
worst thing in the world for you.

I don't think you should do it.

Space Cowboy, meet Nestor.

Welcome, Nestor.

I'm from Earth. Ever hear of it?

No, but we are pleased to meet you.

We? How many've you got in there?

I'll explain it to you later.

Here comes somebody else. Who's that?

Do you want your name used?

My name is Gelt.

Where are you from, Gelt?
I'm from Earth. Know where that is?

I was born in space.


Well, put him between us. I'll cover you.

I don't like anyone behind me.

Okay. You keep a scanner on our tail.

I always do.

This is Cayman of the Lambda Zone.

Thank you for...

Thank you for joining us.

I'm only in this for Sador.

I want his head.

Oh, well you're welcome to it.

There's someone following us.

Just ignore it. Maybe she'll go away.

Well, you did all right, Shad.

Turning loose for Akir.

A party.





Tembo, come on up here.

I'm busy.

Forget about her. Something's coming.

- What?
- Something's coming. Seven ships.


What do you think we should do?

Run away?

Good idea.


Hurry! It's gaining on us.

They can't be! We're at full thrust!

It's gaining on us!

Tekias, turn and give me a shot at it!

That's crazy! We do not know what is.

- Get her off me!
- No!

Get her off!

Get her out of here! Get her out of here!

We're losing speed.

Turn around and face him.


I love to see a pro at work.

He's had a lot of practice.

Nell, I think we may have bought ourselves
a chance. Let's head for the surface.

Hail the conquering heroes.

I'm sorry.

I think they must be afraid.

Afraid? Of what?

Of you. They're not accustomed
to violence or violent forms.

That's a hell of a note.

Welcome to Akir.

Why have you been hiding?

Why are you all afraid? I brought these beings to
save your lives. This is not the way to greet them.

The Varda teach us to trust
first and judge later.

I'm sorry for the reception you got.

Welcome to our city,

defenders of Akir.

The warning system is operational.

The Malmori should reach us within a
rotation and a half of this planet.

We have only five fighting
ships against 25 of theirs.

Our only hope is to try and knock
out the stellar converter.

Is that possible?

Watch the screen.

Like the rest of us, the Malmori ship has to
lower part of its force field in order to fire.

When the stellar converter is about to be
activated the ship is extremely vulnerable.

Maximum spread capacity with an
open shield delivery system.

Exactly. They never bring out the converter until
all opposition has been crushed by the fighters.

Our job in the first contact will be to
strip the big ship of its protection.

A vibration from the
sensor to dig the ditches.

Another three degrees.

Trenches, honey. We're gonna have a war.

That's it, right there...

We're gonna create the galaxy's
biggest Malmori cemetery.

Pretty impressive.

I've got some more surprises
for any visitors.

What drink is that?

Scotch and soda.

I could do wonders with that boy.

I would recharge his capacitators,
stimulate his solenoid.

Tingle, dingle, dangle,
prangle his transistors...

You know, sex.

I can't imagine what it must be like.

Stick with me. You'll get an education.

Guess so.

Flagship to Rear Guard 1. Do you read me?

Flagship to Rear Guard 1. Do you read me?

Kalo, Tembo, come in.

Could we possibly be out of range?

Not at all, sir. Something must be wrong.

What's wrong is that I have an
army full of genetic mistakes.

Why can't my mutants be
intelligent like Eli?

You can't expect us to
measure up to you, sir.

Don't flatter me. Those two probably
slammed their ship into an asteroid.

Or they may have been shot down.

Shot down? How? Akir has
nothing to put in the air!

Somebody came to help them.

Help Akir against me?

Nobody could be that stupid.
Not even Kalo and Tembo. Or you!

Do you think you could show me the ropes?


Well St. Exmin said...
Well she explained how on her planet...

What do you do here?

I don't understand.

For procreation, I mean.


Well, it's...

It's very simple, really.
Males and females...

Only two sexes?
In Balandic it takes three.

And Kitsel, they...

Oh no, just two. Just males
and females, that's all.

That's a relief.

Well, maybe I... Maybe I
could show you the ropes.

I've scanned information about mating.

Does your species have kissing?

Oh yes, we have that.

I think it's your torque bar.

- My what?
- Your torque bar. It's slipped its groove.

You're going to need a new one.


Yes, I think probably you're right.

A new one.

What is that you're heating?

That's a hot dog.

It comes from Earth. Try one.

- You like it?
- There's no dog in this.

Hydrolysed vegetable
protein, soy bean meal,

Niacin, dextrose and
sodium nitrate flavouring.

That's what we call "meat" back home.

Mister, are you a bad man?

That's right.


I don't think the way you Akira do.

If you think different, you get called bad.

How do you feel?

I don't.

Mister, were you bad when you were little?

I was never that little.

All right, everybody. They're coming.
They've reached our checkpoints. Return to your ships.

See you later, hot blood.

Yeah, see you later, hot blood.

- So long, good luck, partner.
- Thank you.

Prep your thrusters, Nell.
I'm coming aboard.


Won't you come with me?
You'd like it on Earth.


Our outer-space alarm only works
at a distance of 3 millimarks.


Sador could see any lift-off.
He would destroy you.


I like your company.



Remember the Alamo.

You forgot the ice and soda.

No, no I didn't.

Sir, something is approaching.

It seems to be very small.

Halt and be recognised.

I am St. Exmin of the Valkiri.

I am protector of this planet.

I order you to leave it in peace.

Blast her out of space.

Activate the drones. Prepare
to launch the surface attack.

Sonic tank pruned.

All right, Shad, this one's ours.

Attaboy, Shad.

Uh-oh, nuclear missile.

The only chance with these
babies is to outrun them.

It's locked on to us.
You can't knock it out.

All right. Let's head for Sador.


- Gelt, are you all right?
- That remains to be seen, Shad.

Have a nice fight.

First unit! First unit, move out!

Tank unit, stand by.
Repeat, stand by for orders.

Char, check all systems.

Second unit, move out.

All right, boys. The sons of bitches have
landed. Section two. Get to your posts.

Section five, next.
Section three, wait here.

Move it! Kick ass, boys. Kick ass.

Come on, move it.

Move it.

Move it!

Sector two.

Retreat! Retreat! Retreat!

Move the tank up. Move up the sonic tank!

What the hell is that?

Some sort of sonic weapon.
We can't defend against it.

Maybe another rockslide'll stop it.
Come on.

Sector three rock slide didn't work.

The sonar weapon is jamming the sensor.

Fall back to section five.

- We gotta get back. We'll all be killed, you hear me?
- Fall back to sector five!

We will all be killed.

A sonar tank. They're wearing sound
barriers in case they get in front of it.

Even if we plug our ears,
we can't get any closer.

Will you two radiators stand back?
It's hard enough to think.

It seems they're volunteering.

Hell, what can they do?

Well, for one thing, the
Kelvin have no ears.

- They're cold.
- They've used all their energy.

- Get them to the protein tank. Hurry.
- Come on, let's go.

We got them now, boys.

Let's go get them.

What's the matter?

What is it, Nell? What's the matter?

I'm okay now, Shad.
I... I received a transmission.

What is it?

Zed the Corsair has ended.

I'm sorry.

He was the last of the great ones.

Shad, did you see me on the monitor?

There was a drone right on my tail.

I pulled out and he
smashed into an asteroid!

Let me tell you something.

This may just be a game to you

but these are my people.

I'm sorry. I forgot about your Varda.

I am from a warrior race.
We exist for battle.

Our creed is to live fast, fight well
and have a beautiful ending.

No violent ending is beautiful.

You've never seen a Valkiri go down.


I had to move in.

Half the universe trying to kill me
and I volunteered to be shot at.

Just lie still. We've sent for a healer.

What a place to end up.

A minor planet in a third-rate galaxy.

Have somebody prepare a meal.

A meal?

Full course, then bury it with him.

Bury it?

That was our arrangement.

A meal and a place to hide.

The facet that was left here
has arranged to be captured.

What one sees, all see.
We'll be getting a picture soon.

Are you capable of speech?

Yes, quite capable.


And do you have a high tolerance for pain?

Almost none at all, I'm afraid.

How unfortunate for you.

How many ships do the Akira have

and what are their capabilities?

If I told you that, I would
give you an unfair advantage.

This is my surgeon, Dako.

Dako is expert at inflicting pain

while keeping the patient alive.

It's good to have skills.

You won't give us the information?


I think you will.


Lord Sador.

It is true we cannot tolerate pain.
That facet has ended.

He's dead, Lord Sador, yet he gave
no indication of terminating.

Just give me the arm.

The arm! Hurry!

It is ready.

You're an artist, Dako.

- Thank you, Lord Sador.
- An artist.

But when we conquer Akir
and we have some time...

you must do something about this.

- What's wrong?
- I don't know, my Lord.

I can't control my arm.

- No! Lord Sador! No!
- I can't stop it!

Drop the...


- Cut it! Cut it!
- We must!


- Now!
- Cut it!

Cut the arm.

We have failed.

We've had it.

The Valkiri never admit defeat, ever.

I don't know about the rest.

While life exists, the
possibilities are unlimited.


I never should've brought you here.

Your father was right.

I want to go up there with you.

It's my life.

I can risk it if I want to.

Besides, I could help you up there.

You know, I shouldn't say this...

But I really want you up there with me.

I'm terrified.

So am I.

We'll be together.



Terrific. Now I've got
two babies to sit for.

Nell, shut up.

Prepare all ships for a full-scale attack.

Make them burn.


Nestor is hit. Repeat, Nestor is hit!

Ready the stellar converter.
Fix on the planet Akir.

He's bringing out the stellar converter.

You pretty thing.

Lower the force field and prepare to fire.

- But sir, they...
- Lower the force field!

Fire on the planet.

I said fire.

It won't fire. It has been damaged!

I am St. Exmin of the Valkiri.

It has been a very enjoyable fight.

"Live fast, fight well and
have a beautiful ending."

All drones protect the formation.
Retreat behind the sun.

Rotate engines 180 degrees.

Well, well.

Sador, this is Cayman of the Lambda Zone.

Turn around, you overreached
degenerate and we'll bump heads.

What do you make our force field at?


And what do you make his at?

It's an Elitrian Zimer. 10/2.

Of what form are you, Cayman?

I am of the Lazuli.

I thought I had the honour of
making that form extinct long ago.

I won't fail this time.

Here I come, Cayman of the Lambda Zone.

Sador, you son of a bitch.

Here I come. This is Space Cowboy,
from the planet Earth.

♪ String for my baby ♪

About 30 seconds to impact.

He didn't want to fight

but it came anyway.


I've gotta get him. He'll come back with
more ships. We'll never be done fighting.

I'm no match for his force field, Shad.

I don't care, Nell. I want a shot at him.

If we go for him, he just might open up.


Give me full thrust, Nell.

Think of Varda, Shad.
What is the first law of the Varda?

Don't worry. There's four of them.

- Coming up on the left! Look out!
- Coming up on the left! Take me 3 points to the left, Nell.

Roger. Take me two points to the right.
Two points to the right, Nell.

Now drop me two. Drop me two!

Shad, look!

I got you now.

Oh, no.

Shad, are you all right?

- I think so. Are you hurt?
- I'm fine.

Nell, what's your status?

Damage report, Nell.

Um, what did you say?

Damage report, Nell.

Who's that?

You'd better check her functions.

Nell, it's Shad. Are you damaged?

Shad? I don't know a Shad.

Her motor functions are intact, but I'm
getting nothing from her memory banks.

Who's that girl?

You'd better switch to manual.

Zed. Is Zed there?

I'm switching to manual, Nell.

It is the last one, sir.

What is it?

It's an old corsair. By the way
it moves we must've crippled it.

Bring it in on the tractor beam.

I want them taken aboard alive.

Akir is mine.

Damn it! Damn it, the guns are all locked off.
Nell, can you do anything at all?

I don't know. It's kind of fuzzy.
If I could just remember...

We can't let them take us.

Don't worry. I'll blow the ship first.

The first law of Varda is...

First law of the Varda is to use
greater force against itself.

Nanelia, watch the field sensors.

And then reverse the thrusters.
We're going right for him.


They have reversed thrusters.

Just keep the beam on them.

They'll be able to board us.

It won't make any difference.

There they are, at the forward deck.

Get up there. I want them alive.


Let's go!

Nell, I'm going to program
you to self-destruct.

Maybe we can blow that converter back on.

Right, Shad.

We go back a long way, Zed.

Can you do it, Nell?

Sure. Just get yourselves into the
projectile and I'll shoot you out of here.


Don't think I'm gonna destruct
with you still inside here.

Get that hatch open. Now! Now!

Just give us enough time
to get clear, Nell.

And then let them have it.

30 seconds and counting, Zed.

29, 28, 27,

24, 15, 22...

Did I... Did I say 15?

Why don't you just start from 10, Nell?

- So long, Zed.
- So long, Nell.

9, 11, 13,


15, 12, 9,

14, 15, 16...

This is Sador of the Malmori.

I command you to surrender.

I'll surrender, you sorry son of a mutant.

5, 4...

Route it to the converter access.

It's going to blow. We're all gonna die.

That can't be.

I'm going to live forever.

I want to live forever.

We did it.

I can't believe it. We really did it.

But St. Exmin, and Cowboy,


The Akira believe that no form ends until all
the lives that it has touched are ended.

Until all the good that
it has done is gone.

They are now a part of Akir

and they'll always be with us.