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After Team Lightyear rescues a mysterious box from a cargo freighter that is under attack by Warp Darkmatter, they bring the box back to Star Command, unaware that they are actually falling right into Zurg's evil trap. The box contains a robotic energy vampire named NOS-4-A2, who was created by Zurg to destroy Star Command by using his ability to control any machine he bites, including XR.