Zenon Kar, 15, is two years older in 2051 but none the wiser about the dangers of meddling, but when she shows Nebula a new game and how to play it she inadvertently empties out Commander Planks Office and is assigned work detail in the Alien Patrol lab. Worse the space station is now under command of the military and General Hammond is assigned to command the station and boots Commander Plank out of his office. Even worse, he assigns Zenon to look after his daughter who turns out to be her old nemesis, Margie, who's demanding and threatens to have her dad kick Zenon and her family off the space station if Zenon doesn't obey her. Zenon then discovers that her space station is being decommissioned and sneaks down to Earth to try and stop it, but Margie wants to go too and sneaks down to Earth as well, but making it look like Zenon forced her to go with her. Back at the space station General Hammond confronts Zenon about what she did only to be confronted by Margie who felt that what Zenon did was great, then with the help of Protozoa, the mega-stellar, ultra-galactic rock star, she stares adversity dead in the eyes when the coven of aliens that contacted Zenon sometime before are demanding a rendezvous with Zenon using Protozoa's music as a way to contact her. Our headstrong heroine takes charge in the tremendous task of bringing the space station back to commission with the help of the aliens. Commander Plank and Aunt Judy are then married and Zenon and Margie become friends.
- Kirsten Storms - Zenon Kar
- Shadia Simmons - Nebula Wade
- Lauren Maltby - Margie Hammond
- Susan Brady - Astrid Kar
- Robert Curtis-Brown - Mark Kar
- Phillip Rhys - Proto Zoa
- Holly Fulger - Judy Cling
- Stuart Pankin - Commander Edward Plank
- John Getz - General Hammond
- Tom Wright - Orion
- Michael Saccente - Lt. Hart
- Rupert Simmonds - Polaris
- Nicko Vella - Corvus
- Jennifer Rucker - Carla Wade
- Stephen Lovatt - Wills
Raven-Symoné, Gwynyth Walsh, Greg Thirloway, & Gregory Smith did not reprise their roles as Nebula, Astrid, Mark Kar, & Greg in the second film.
During the movie, Margie (Lauren Maltby) told Zenon to write her a history report relating to the stock market crash of 2006, oddly enough is right before financial crisis of the late 2000s and off by two years on the 2008 Stock Market crash. The characters use "Zappads" throughout the movie, a form of hand-held tablet computer for long-distance communication.
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