Whilst Koenig and Maya are exploring a planet called Luton,which is lush in vegetation, she picks a flower and he helps himself to some fruit. As a result they are put on trial for murder by three talking trees, the Judges of Luton. The trial is by combat and the pair must face three aliens, one with superstrength, one which can render itself invisible and one which can teleport.

Koenig and Verdeschi are sucked into a space warp. A feverish Maya is stricken with a fever that causes her to transform into a repulsive space monster.

A strange cloud drifts over the base and causes most of the crew to be stricken with illness. A monster, the 'cloud creature' appears out of the cloud and runs amok on the base. A voice from the cloud explains its purpose. The base must give up its life support in order to prevent the cloud from dying. With most of the crew indisposed through illness, it is down to Maya to employ her shape-shifting skills to beat the creature.