The plot follows the crew of a routine survey flight under the command of Captain Tempest. After takeoff, Captain Tempest converses with the ships new Science Officer, who is a woman, and they argue about the importance of men and women on earth. During their argument, the ship gets caught in a meteor shower. The Science Officer suggests that they use the shuttle craft and abandon ship, but Captain Tempest insists on flying through the storm. During the confusion the Science Officer escapes the ship via shuttle craft. Their spaceship is drawn mysteriously to the planet D'Illyria where the crew meet mad scientist Doctor Prospero, who has been marooned on the planet since his wife, and science partner Gloria sent him and their daughter Miranda into space. Doctor Prospero offers to help repair the broken starship and he, his daughter, and their robot Ariel come aboard. The ships cook, Cookie is instantly taken by Miranda's beauty and falls in love with her, a love he thinks she returns. In fact she has fallen in love with Captain Tempest, against the will of her father. During discussions about locating the missing Science Officer, Ariel reveals information about Doctor Prospero's new formula 'X Factor’, which can enhance the brain and mind. After an argument with his daughter over her love for the captain, Doctor Prospero takes the draught of 'X Factor'. Soon afterwards, the ship is attacked by a foul monster, but during the attack it is revealed that Ariel is in the airlock with the missing Science Officer. To save them both, Captain Tempest orders the airlock opened, which allows the monster to gain access to the ship. During the confusion of the attack it is revealed that the Science Officer is Doctor Prospero's wife Gloria, who is then taken by the monster, as its tentacles attack the rest of the ship.
The story continues with the attack unfolding again, but this time Gloria isn't kidnapped by the monster, and Ariel the robot is able to attack the monster to make it retreat. After the attack, more is revealed about Doctor Prospero and Gloria's past. Captain Tempest puts Gloria under ship arrest for her crimes against her husband. She forms a quick alliance with Cookie, whom she persuades to release her and help steal the recipe for Doctor Prospero's 'X Factor' in exchange for helping him win over Miranda's heart. Gloria talks to Cookie, as Bosun, the ships First Mate, talks to Captain Tempest about how to gain the love of Miranda. It is then revealed when the monster returns that it is created by Doctor Prospero's mind due to him taking the 'X Factor'. Gloria tells Doctor Prospero that what she did to him was so that he could keep himself and their daughter safe from the 'X Factor'. Doctor Prospero has no choice but to leave the ship and sacrifice himself to save the others. Once Doctor Prospero has left, it is then revealed that D'Illyria is nothing other than a figment of Doctor Prospero’s imagination, as it starts to destroy itself once the doctor has died. The ship escapes and when once again in space Gloria blesses the union of Miranda and Captain Tempest, and Cookie is pardoned for his behaviour towards Miranda and Captain Tempest. The show ends with the entire crew safe and well with their Science Officer back and Captain Tempest with a new bride.