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Leo has upgraded Stella with a new security module, designed to stop and apprehend intruders who may try to steal the Stellosphere. Following a successful test on the new security upgrade, the Callistos turn in for the night. Phoebe and Leo put the kids to bed and then spend the evening together watching a show: Mysteries of the Builders.
Next morning however, something strange happens throughout the ship. Stella begins to malfunction and powers up the Stellosphere’s engines without Phoebe’s authorization. The Stellosphere blasts off at high speed. Phoebe orders her to stop the ship, but instead Stella increases their speed to maximum. Phoebe tries to reverse engines manually, but Stella has locked out the controls as well. Stella has taken over total control of the Stellosphere. Leo suspects it has something to do with the security upgrade module, so he makes is way to the Main Power Access Room to unplug it from Stella’s mainframe. But when he takes the multivator, Stella locks him inside after mistaking him for an intruder. She even plays for him multivator music. With Leo trapped in the multivator, he contacts Miles and instructs him to unplug the security module. Miles and M.E.R.C. are on it, but Stella locks them in the hanger after mistaking them for intruders. Unable to recognize them, she attempts to capture Miles and M.E.R.C. with her holo bolas. Miles and M.E.R.C. take cover behind the Star Jetter. However, Miles finds a way out by using the utility tunnels. Leo tells Miles to hurry, because the Stellosphere’s electronic system will melt if they continue at the speed they are going. Worst of all it will result in Stella’s program being erased.
Sneaking through the utility tunnels, Miles and M.E.R.C. meet up with Loretta, while Phoebe and Leo remain trapped. Soon, Miles, Loretta and M.E.R.C. make it to the workshop, but have to stay out of sight of Stella’s modulator. But they do not remain hidden for long after the I.O.T.A., under Stella’s control, spots them. She locks them in the workshop, but Miles uses a Flash Beam to vaporize the door. Riding M.E.R.C., Miles and Loretta escape to the bio garden where Stella traps them. The time to save Stella becomes limited as the system meltdown becomes critical. Miles, Loretta and M.E.R.C are forced to hide in the bushes and are unable reach the door because of Stella’s light scanners. But using the water misters, Stella and the I.O.T.A. are unable to see them. Miles, Loretta and M.E.R.C. can now reach the door without being detected. Miles tries to use the flash beam to vaporize the door, but discovers that it is out of power since it was still charging while in Leo’s workshop. Just then, the mist sprinklers deactivate. As the mist begins to clear away, Miles spots the ventilation system that leads to the Access Room. Miles goes in riding his Blastboard while Loretta and M.E.R.C. take cover from Stella and the I.O.T.A. Miles makes it to the Main Power Access Room, and after forming a distraction Miles successfully removes the security module from Stella’s mainframe. With the security module disconnected, Stella returns to normal, and the Stellosphere comes to a full stop.
At breakfast, the family is relived that Stella is in perfect condition after Leo had completed a full diagnostic. It turns out the new module was defective, which was what caused Stella to malfunction. However, when Leo orders his breakfast, Stella, acting glitchy, mistakenly serves him nuts and bolts. Just as Leo thinks that she is still malfunctioning, it turns out that Stella was just playing a joke on him and everyone laughs.
- Cullen McCarthy as Miles Callisto
- Fiona Bishop as Loretta Callisto
- Olivia Munn as Phoebe Callisto
- Tom Kenny as Leo Callisto
- Dee Bradley Baker as M.E.R.C.
- Grey DeLisle as Stella