Trakeena releases the Crumummy monster on Terra Venture, draining women of their beauty so that only she will be considered beautiful. She even goes down, in human form, and visits the space colony, hooking up with Mike in the attempt to poision him. Meanwhile, on the Scorpion Stinger, Scorpius makes a cocoon for his daughter, with which she'll take her destiny by evolving into her ultimate, bug-like form. But will she give up her sought-after beauty for mere physical power?