Captain Amelia is dean of the Academy, which has a brand-new vessel: the Centurion. Designed by Doctor Doppler, the Centurion is the fastest ship in the galaxy. B.E.N. is its pilot.
The pirate Ironbeard desires to commandeer the Centurion. This ruthless villain is relatively all iron – almost nothing of whom he originally was, inside and out, is left. He leads a group of pirates to hijack the Centurion while Jim and Kate are aboard. The Navy can't catch the Centurion, due to the vessel's speed and armor.
Jim and Kate escape the Centurion. Jim decides he needs a pirate to help catch pirates. They find his old buddy Long John Silver in the Lagoon Nebula, where he is running a smuggling ring. Silver agrees to help when he hears about the Centurion. Jim and Kate receive a tracking signal from B.E.N. – who is currently hostage aboard the Centurion – and follow via Silver's creaky vessel. They discover the Centurion docked near the Botany Bay Prison Asteroid.
Ironbeard is using the Centurion to disable Botany Bay's security systems. Jim, Kate and Silver sneak aboard the Centurion, where Silver reveals to Jim that he wants to take the Centurion for himself. He asks Jim to join him. Kate overhears this and is horrified, especially since the two have, of course, started falling for each other during the adventure.
Ironbeard discovers the intruders, charging into a fight in which Silver is injured. Meanwhile, the other pirates throw down ladders to the prison below, allowing swarms of elated prisoners to climb up into the ship. Silver, Jim, and Kate exit the Centurion amidst all the confusion. However, Ironbeard shoots down Silver's ship. They plummet to the prison asteroid below, crash-landing.
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