Moonie, the Starbabe, can live in outer space without any life support. The secret as to how she can do this is worth millions. She rides through space on her astercycle and one day accidentally crashes into the star ship piloted by Perry and Torry. The two men see the fortune in Moonie but before they can bring her to Earth, she takes off in order to rescue her sister Starbabes being held captive by Phobia, the Spider Queen. With the help of Perry and Torry she frees her sisters and vanquishes the evil spider queen to a fate worse than death.