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The Outriders have developed a new technology, which they use to take over the Rainbow Planet by secretly planting devices in the ears of its citizens and controlling them.
The Star Sheriffs are helped by Mandarin, a female pilot who has a crush on Fireball, in approaching the Outrider's ship where Commander Eagle is being held captive.
As Cavalry Command prepares to send a rescue mission for Commander Eagle, an Outrider agent infiltrates their base and takes the place of a Cavalry Commander named Ghoul.
The Star Sheriffs manage to rescue Commander Eagle from the Outrider's ship. Little do they know Jesse Blue's plans have just begun.