Micronauts [Prince Acroyear; Bug; Marionette; Microtron; Biotron; Commander Arcturus Rann [Space Glider]]; Baron Karza (villain); Muffin; Steve Coffin; Ray Coffin; H.E.L.L. security guards; Time Traveler [Time Traveller] (cameo); Ray Coffin; Professor Phillip Prometheus (villain); Dog Soldiers; Slug; Prince Argon [Force Commander] (introduction as a centaur); Underground rebels; Body Bank security guards; Duchess Belladonna; Shadow Priests; H.E.L.L. Humanoid security guards
The Micronauts encounter Phillip Prometheus who is revealed to be a cyborg and has created a doorway to the Microverse with his Prometheus Pit. Meanwhile on Homeworld, Prince Argon attacks Baron Karza and his dog soldiers in his altered form as centaur but is easily subdued and the Baron chooses Slug as the host body for Duchess Belladonna.