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Hundreds of years after humans have settled on Mars, Regulator Rogul (Rehberg) and Lord Jens Maul (Kavanian), lead a force of Martians to Earth in order to conquer the planet. Queen Metaphor (Kling) looks to the gay heroes aboard the spaceship Surprise -- Captain Kork (Tramitz), Mr. Spuck (Herbig), and first engineer Schrotty (Kavanian) -- for help.
In the year 2304, Earth is under attack. The armies of Mars, led by the Regulator and his top aid Jens Maul, want to invade the Blue Planet. Queen Metapha and her council are out of options, the entire space fleet has been wiped out already. The entire fleet minus one ship, to be exact: The "Surprise" has traveled that far off course that nobody actually misses it and its - er - lukewarm crew. While Earth is fighting for mere survival, Captain Kork, chief engineer Schrotty and the Vulcanette first officer Mr. Spuck prepare for the annual Miss Waikiki contest aboard the ship, somewhere at the end of the universe.