As they are rehearsing a play, Dr Smith, Will, Penny and the Robot encounter a creature who appears to be suffocating. Dr Smith refuses to help out of fear but Penny helps him. The alien puts himself in human form so that he may breathe the atmosphere. He says he is Mr Arcon. Penny takes him back to the Jupiter II to rest. Later he gives Penny a gift which he says she must guard with her life. He tells her that as long as she wears the belt, she will be safe. He disappears, and it is not long before a group of aliens turn up, looking for the belt. They inflict immense cold on the planet as a way of trying to get the belt, but Penny refuses despite pleas from Dr Smith. Dr Smith makes a copy of the Belt and tries to give the fake to Aliens. They are angry, but still want his help. They promise to return him to Earth should he get the belt. Dr Smith and Penny go through the Alien's machine, where they have created a world from the Dr Smith's memory, which will trick them in to