"Explain to me why we have to go crawling through the air vents of this God-forsaken place," Willie grumbled as they all did just that.

"I asked that same question just before we saved you," Alf told him, "No matter what the context, every one of these space stories ends up with someone crawling through vents for one point of another."

"Plus," Lone Starr admitted, "I forgot where I parked, so we'll have to hope we come out the right place."

"I think this corridor looks familiar," Barf pointed to the nearest exit duct.

"Might as well," his boss shrugged, "Worst thing that can happen is they're waiting for us and we get killed."

"That's lovely," Willie groaned.

Lone Starr kicked the grate open and they all slid down to the ground—except for Tripley, who had a solid chuck of the wall from the last vent enclosed around her midsection. "Hey, anyone want to give me a hand?" she demanded.

"Right, don't move," Lone Starr aimed his Schwartz and blasted it all off. Tripley jumped to the ground—just as a droid popped out from around the corner. "Freeze, all of you, don't move!" it ordered, gesturing with a laser rifle. Everyone's hands immediately went up. The droid took the safety off its rifle and took aim…

...right before its arms fell right off. "Ho ho!" Barf chuckled, "Not so big and threatening now, are you?"

He advanced towards the droid. "Wait, uh, you wouldn't hurt an unarmed droid, would you?" it asked, looking down at its empty arm sockets.

"Let me think," Barf thought for a moment, then punched the droid's head right off. "I was wrong," the droid buzzed as its head rolled around on the ground.

"Hey," Lone Starr announced, looking at the nearest door up the hall, "It looks like we're near central control here. What do you say we give the other people Helmet's holding here against their will an early parole hearing?"

"Works for me, Cap," Alf strolled up to the door and knocked on it. "Room service," he announced.

The door slid open. "What the hell room…!?" a guard inside asked, sticking his head out. Within seconds, Tripley had blasted him and every other guard in the control room with a withering laser fire. "You're seriously demented, you know that?" Kate asked Tripley with raised eyebrows as Lone Starr's former flame stepped over the bodies into the control room.

"Thank you," Tripley told her in return. She looked over the controls. "There's got to be a master release button somewhere around here," she mused.

"It's right here, Trip," Alf pointed to a large red button marked IN CASE OF BOREDOM, PRESS THIS TO RELEASE ALL PRISONERS AT ONCE. The Melmacian hit it as hard as he could. Alarms sounded all over the prison complex. "That'll give the guards a bit of a hobby," he chuckled.

"We were housed next to Skip and Rhonda," Alf," Lynn told him, "They're probably out there somewhere."

"Really?" Alf's expression perked up at the mention of the two people he was closest to on Melmac, "What prison ball?"

"DUCK!" Lone Starr shouted before Lynn could answer. A whole company of droids was pouring up the corridor, firing indiscriminately. The hero drew a rifle he'd taken off a fallen droid in the studio and returned fire. "Out the window!" he told everyone else, "I'll hold them off!"

"Right," Tripley blew out the glass and fired a rope across to the other side. "Everyone grab on," she told the rest of the party. They slid down into the middle of a market of some kind. They looked up as a massive explosion rocked the control room. Lone Starr jumped out the window to the ground just seconds before the flames would have engulfed him. "Got them all," he said triumphantly.

"And I got just what I wanted," Alf said, looking at one store with a sign reading PANCAKE TOSSERS 'R' US above the door, "Excuse me, I've got to get set up in case they come."


"Helmet, what's going on!?" Skroob asked his associate, noticing the alarms on his monitor in the booth.

"Cuckoo, what's going on!?" Helmet asked his apprentice.

"Mills, what's going on!?" Cuckoo asked the alien-droid general.

"Sandurz, what's going on!?" Mills asked his human counterpart.

"It's the prison complex," Sandurz said, checking his own screen, "Every security function's been turned off. The prisoners are all escaping."

"What!?" Skroob gasped, "We've got to get them locked up again, stat; they'll kill every Spaceball they find if we don't, and that'll send my approval ratings down the toilet!"

"It's Lone Starr," Helmet muttered out loud, "He's trying to mess with me even further. Well not this time."

The final door to the outside was finally reopened. Helmet pulled down his visor. "You there," he called to several guards outside, "Follow me. We have a Melmacian to shred. And a hero, too."

They all rushed up the hall. "You there," Helmet called to a person standing near a power coupling, "Which way'd they go?"

The person turned around. It was the translator mime. It made numerous hand gestures. "Come on, talk to me!" Helmet demanded, grabbing the mime by the collar, "Tell me where they are!"

The mime shrugged and pretended it was going along a wall. "You're not going to talk!?" Helmet thundered. He shoved the mime toward the guards. "Sergeant, take him outside and shoot him!" he ordered the commander, "And when you shoot him, make sure you use a silencer. In the meantime, we've got people to catch."


"Alf, I don't think this is going to work," Kate told her houseguest as he set up his recently purchased pancake tosser.

"Kate, in the words of the immortal Sledge Hammer, trust me, I know what I'm doing," Alf told her, inserting the first of several instant pancakes into the catapult.

"Well, we'll find out how much you know in a minute, because here they come," Willie pointed up the hall. The first wave of Spaceball storm troopers was charging toward them, firing like crazy. "Here's your just desserts," Alf yelled at them, firing the first salvo right at them. "Next batch," he told Brian, who handed him several more from his Very Easy Bake Oven that Alf had received free of charge for buying the pancake tosser. Lone Starr threw several laser blasts in with the pancakes for good measure. "Here, take this and cover our rear," he said, tossing a spare rifle to Kate. Kate, unused to weapons of any kind, shrieked and dropped it to the ground where it went off—shattering a pair of droids that had been sneaking up behind them. "Good shot," Lone Starr congratulated her.

"Huh?" Kate was puzzled until she looked around and saw the wrecked droids. But more were swarming toward them. "Now what!?" she demanded.

"I've got an idea," Barf declared. The mawg ran over to the wall, smashed open a glass case conveniently nearby labeled IN CASE OF DROID ATTACK BREAK GLASS, pulled out the super sized magnet inside, and aimed it at the droids. Within seconds, they'd all been attracted to it, lasers and all. Somehow managing to hold them upright, Barf strolled over to the nearest garbage disposal chute and dumped them all down it. "That's that," he said, slapping his hands confidently.

"Yeah, but this isn't that," his boss said, increasing his firing, "We're about to get overrun here!" And indeed, the guards were getting close to where they were standing...

"Let me," Tripley stepped forward and spread out a huge plume of flames along the floor, forcing the Spaceballs to retreat somewhat. "Good work," her former lover patted her on the back, "Let's see if we can find an exit over that way," he pointed to the rear of the market.

"It looks like a hangar of some sorts," Willie said, eyeing the numerous ships parked inside.

"And there's Spaceball Two," Barf pointed at the vessel, which stretched for miles into the rear of the hangar, "Whatdya say, boss, why don't we take away their main weapon?"

"Works for me," Lone Starr fired several more blasts at the approaching troopers, "But we're not leaving without the Winnebago."

"You always did have an almost psychic connection with that Winnebago," Tripley rolled her eyes.

There was an increase of laser blasts as the guards charged ever closer. Lone Starr emptied the remaining clip of laser blasts from his rifle at them, then tossed yet another one at Kate again. "Keep them at bay while we get this baby fired up," he told her, running for Spaceball 2.

"Are you crazy!?" Kate told him, holding the rifle at arm's length with a repulsed look, "I'm not about to start shooting this thing!"

But then history eerily repeated itself. One of the troopers fired off a blast that singed Kate's hair slightly. She clutched the burned area. "Why you dirty…!" she muttered, and before anyone—herself included—knew what happened, she'd started firing away wildly, mowing down every Spaceball in sight. By the time she ran out of ammunition, about seventy troopers lay dead. Everyone surveyed the damage with mouths hanging open. "Oh my...uh...I honestly don't know what happened," Kate said out loud, aghast, tossing the rifle to the floor in a flash, "I just…!"

"Uh, well...um, good, good shooting, honey," a wide-eyed Willie managed to commend her, "Just, just next time, um, not in front of the kids if you could..."

"There's more people coming," Barf pointed out a loud clamoring coming up the hall. This time, however, it turned out to be the freed prisoners. They swarmed toward Spaceball 2, screaming things in all sorts of languages. "Sure, sure you can come," Lone Starr called to them, "If we're going to stop Helmet from blowing up Druidia, we're going to probably need reinforcements. All aboard," he waved for the hundreds of prisoners to head in the myriad of doors along the length of the ship. Barf, in the meantime, picked the lock to the door to the bridge with his Galactican Express credit card. "Ah, the heart of the enemy's operations," he said, pushing the door open.

"Good, but how do we get this thing going?" Tripley asked, staring around the interior of the bridge, "I don't think anyone in the engine room speaks English."

"No problem Trip, I know how to handle it," Alf strolled over to the command rail and popped open a compartment. Several controls were inside, along with the label MANUAL SHIP CONTROLS—NEVER USE. "Hang on tight, we're on our way out of here," he said, hitting the Start button and giving the engines unnecessary revs.

Meanwhile, below, Helmet and his associates ran into the hangar just as Spaceball 2's engines roared to life. "They're stealing Spaceball 2!" Sandurz gasped the obvious.

"Gee, do you really think so?" Helmet said sarcastically. "Stop them!" he yelled at his troops, "Don't let them take off!"

The troopers opened fire at their own ship with everything they had. Inside the bridge, everyone ducked down as excessive sparks exploded from everywhere. ""Take her out quick!" Lone Starr ordered Alf, "We're getting hammered here."

"If they board, I can hold them off with these," Brian pulled out a Spaceballs the Grenade. His mother snatched it off him. "Where'd you get this!?" she demanded.

"Yogurt gave them to us at discount before we came and saved you," Brian explained, "It's a children's toy."

"Well if I see this Yogurt character, I'm going to tell him a thing or two about giving children weapons," Kate hurled the grenade out the window, apparently not noticing the loud explosion and agonized yells of Spaceball troopers outside. "I swear," she confided in her husband as the ship lurched out of its hangar, hitting the wall hard as it went, "The people in this galaxy are so enslaved to violence."

"Well, conflict is the nature of existence, Kate," Willie admitted, "And besides, nothing surprises me anymore with this place."

"There's the Winnebago," Lone Starr pointed to his vehicle in its parking space below, "Barf, turn on that tractor beam."

"Turning on the tractor beam," Barf hit the switch. A blue beam shot out the front of the ship, pulling the Winnebago into the cargo hold. Fire from the various anti-spaceship guns around the perimeter of Spaceball City raked their sides. "We've got no choice," Alf announced out loud, "We've got to go right to…ludicrous speed."

The dramatic suspense music from above sounded again. "Gordon, be serious," Barf protested, "This probably can't take ludicrous speed. And the viewers want action, not us running away with our tails between our legs—no offense to me."

"Sorry Barfo, there's no other way out," Alf said melodramatically. He turned on the ship's intercom. "Everyone fasten your seatbelts, things are going to get ludicrous," he announced to the response of numerous loud gasps.

"Things are already ludicrous, Alf," Willie told his houseguest, "They can't get much more ludicrous than they are now."

"Better buckle up, Willie," Alf told him, fastening his own seatbelt, "This jumps to ludicrous real quick."

"Alf, I think you'd better…" Willie started to say.

"Just do what he says, Mr. Tanner," Lone Starr informed the earthling as he buckled himself up, "Helmet made the same mistake with ludicrous speed last time."

"Explain to me what…" Willie's latest question came too late, as Alf hit the red dial marked LUDICROUS SPEED: DO NOT TOUCH UNLESS YOU REALLY, REALLY, REALLY, REALLY, REALLY, REALLY, REALLY, REALLY, REALLY, REALLY MEAN IT! In a split second, Spaceball 2 was hurtling into the Plaid Zone at a speed to boggle the mind. Having not fastened his own seatbelt, Willie was hurled by the severe forces into the door to the bridge, where they soon pressed him into it so tightly that he was making an indentation in it. Back on the ground, the leaders of Planet Spaceball stared up into the sky at their prize vessel—or at least where it had once been. "Gone, just like that," Skroob lamented, "My ten billion spacebuck investment in the hands of a Druidian prince—sort of."

"Ah, no matter," Helmet shrugged it off," We all know where Lone Starr's going, so we'll just have to put Exodosus on high alert for Spaceball 2. Lone Starr can commit grand theft auto, but soon or later his little trip to Vice City'll cost him. Sandurz, get the beams ready. I'm going back to Exodosus and wait for my quarry to arrive."