The 999 is attacked by the pirate ship Queen Emeraldes, which forces the train to a pirate planet. There Tetsuro and Maetel are captured by the pirate Emeraldes, a caped woman who desires Maetel's body. Maetel is knocked out when she falls out of the ship to the ground during a duel with Emeraldes. While Emeraldes seeks to switch her body with Maetel's, Tetsuro wanders through the ship and finds the real Emeraldes, who is ill and in bed...