, Josh (Corbin Allred) and his shipmates discover ancient eggs on the hull of the time pod. When the eggs hatch into cute worms, nobody worries. When the worms start eating metal, the mood changes. The time pod soon crashes on Azabeth's (Jennifer Burns) home planet, where her alien race, the Kang, imprison Josh and Irwin 1138 (Barrie Ingham), and the worms wreak havoc