Gina, Nez and Gespenst travel to the far side of the Moon to visit Kia, the reformed living A.I. of a galactic fortress. They find him mining and scavenging material to create bodies for all the minds in his Soul Well, which he once used to assimilate victims into his armada. However, one resurrected group decides to exploit Kia's current 'weak' state and start their galactic conquest with Earth!