Two screens of introductory text set the mood: In the 25th century, the Boskone Empire is expanding, attacking merchant shipping, establishing colonies, and developing a powerful new weapon. When the Galactic Patrol learns of this, they build the special high-speed ship Brittania and crew it with Lensmen, specialists chosen from the GP. After a fierce battle they capture this information, but they face an even greater threat on their return journey...
CGI: Blue radial streaks pass by (like the ST:TNG warp effect).
CGI: Twin blue wireframe grids form a floor and ceiling, and we roll through them.
CGI: Dozens of colored squares pass by (like inside the Monolith in 2001).
CGI: We emerge into darkness, and pass through a blue wireframe model of some irregular form. (This is apparently the Devil Planet, the Boskone main base, but it isn't obvious until much later in the film.)
CGI: Camera moves rapidly down a cylinder patterned in psychedelically-colored moire effects (reminiscent of the Time-Space Vortex from Doctor Who). Wireframe models of the Brittania and its jet fighter-like escort vessels move into view.
CGI: The GP ships, now ray-traced, emerge from a crimson maelstrom (exiting from hyperspace, I suppose) and race away. Purple lightning crackles from the roiling maw, catching the escort planes. Their surfaces blister (in the usual anime fashion), and they evaporate (not in the usual overblown anime fashion. That'll come later).
CGI: A dozen Boskone warships emerge from the maelstrom and pursue, firing.
CGI: The Brittania re-enters hyperspace. It's once again a moire-textured tunnel, but this time in shades of blue.
Title Sequence CGI: A ray-traced lens spins around, then splits into two "C"-shaped fragments. Dozens of further glass blocks roll in from off-screen, and tumble together into the word "LENSMAN." The C-fragments grow flanges and join together into the stylized letter "S."
CGI: We zoom in to a Galactic Patrol base, which is slowly rotating. It resembles a circular blue city.
ADMIRAL HANE and his aides step out of a huge glass elevator shaft. KLONDIKE reports to him that the patrol ships haven't found the Brittania, and the Admiral reminds him that it's vital they find "that base." They enter a command deck dominated by a huge spinning space-map globe (rendered in CGI).
The computer speaks up that the Brittania has been detected, in "Quadrant S6826 N3283 T2467" and that there are "numerous hostile craft in hot pursuit." CGI zooms in on the sector, which includes the planet MQUEIE. The Admiral reflects that Mqueie is "Kinnison's old homestead."
Planet Mqueie -- It's a beautiful, sunny, pastoral day. A mechanized harvester rolls across the cornfield, piloted by GARY KINNISON, a burly, kindly-looking middle-aged man with beard and cybernetic right arm. A small robot, SOL, attempts to repair the recalcitrant machinery, but the chutes still clog. Sol complains that all the computers and machinery on the planet are junk. Gary jokes, "Are you including yourself in that statment?" Sol literally flips his lid. "I most certainly am not!" They chat that Gary's son, KIMBALL KINNISON, will be going to Earth soon.
Mqueie orbit -- Kimball ("Kim") darts about in his CYCRODER, the spacecraft equivalent of a one-person motorcycle. He looks to be hot-rodding it, enjoying his last days on Mqueie. He comes upon a decaying hulk of a spacecraft, surrounded by debris. The audience might think it's a derelict, but in fact it's his destination, the NOSHUBUCALMING, operated by VAN BUZKIRK, a family friend.
Kim parks his Cycroder outside a large hatch on the port side of the ship. A pair of long articulated arms ("waldos") reach out. He warns Buzkirk to adjust them, and they grab the Cycroder's canopy, none too gently. He's dragged in, when the waldos break, dropping the vehicle to the floor.
A hatch opens and Buzkirk rushes out to hug Kim. "What do you think of my ship? After all, it is your ticket to Earth." Kim is not impressed. "Looks more like a ticket to the Pearly Gates." The audience is treated to several additional examples of the Noshubucalming's dubious structural integrity, Buzkirk all the while maintaining she's a perfectly solid ship.
A tone chimes, and they get a video call from Gary, down on the planet, Sol beside him. The exchange pleasantries, and Gary invites them to dinner. Just then, Sol reports a perimeter alarm (planetary perimeter, presumably); an incoming ship. Buzkirk operates a scanner and sees it too. Given its trajectory, Gary isn't sure he can get away from ground zero in time, and asks that Buzkirk take car of Kim.
Kim isn't about to see his father killed, though. He rushes down to the docking bay and takes off in his Cycroder. He quickly matches velocities with the plummeting Brittania, and grapples himself in through a rent in the hull. Debris is floating freely inside the corridor, yet the gravity is tilted down towards the nose, so that he slides right to the flight deck. He pushes aside an inert body, and contacts his father on the communicator. The controls are similar enough to those on his Cycroder that he's able to pull the Brittaniaout of its fatal dive, thereby avoiding a city, and makes a soft landing in the agricultural region.
At the farm, Gary and Sol leap into the hovercar and race off to meet Kim.
At the Brittania, Kim drags the body from the flight deck down the ramp, and props him against the forward port landing foot. The man (in a very odd voice) weakly asks for help, or "the Galactic Alliance will be destroyed." He holds up his left hand; affixed to its back is a LENS. The air turns blue and sparkly as he holds out the hand to Kit. "I found the devil planet -- must tell Admiral Hane. Fortress. The Patrol must be alerted."
CGI: The Lens leaps off the hand, followed by short colored strands (they resemble the computer information from Tron, as the protagonist is being scanned and injected into the computer, or perhaps stylized DNA). The Lens lands, and the strands fall through it. Beneath (or inside), the strands assemble with other thingies (what else can I call them?) to form a nested globe, beneath which are several pillars, which hover above several planes of matrix-like strands. This is presumably meant to be a look at the Arisian Consciousness.
As the CGI is going on, a female voice (presumably, the Arisian Consciousness) tells him, "Have no fear, Kimball Kinnison. Fate has chosen you to become a Lensman. This Lens will guide you in your journey. Trust in the power of the Lens."
Kim staggers back, the Lens firmly affixed to his left hand, extruding glowly circuitry-like strands about it. "Hey! Why me?" he asks the former Lensman. "Fate," he whispers unhelpfully, then dies (permanently). The blue glow fades away.
Nearby, the Noshubucalminglands (I'm surprised that rustbucket could survive planetfall.) and Buzkirk rushes out. Then Gary arrives. Buzkirk goes to the body, and notes that it's cold -- he must've been dead for several hours. This shocks Kim. (Presumably this attests to the Power of the Lens.) Gary notes the Lens on Kim's hand, and he and Buzkirk are instantly astonished (because they're former Galactic Patrol and recognize it) and accepting. "I thought those Lenses couldn't be transferred." Gary, utterly convinced, proclaims that "Kim's needed for a mission."
At this point, the ground starts to shake. Huge fissures open in the fields, and fragments of rock start to drift into the sky. Sol reports that the intense seismic activity is due to gravitational forces being generated off-planet, with ten minutes till the planet reaches critical mass (the Boskone fleet has arrived). They all dash onto the Brittania (leaving the body), Buzkirk commenting that it's just like the Boskone to destroy an entire planet just to get one man.
Gary insists that Buzkirk and Kim take the Brittania while he diverts the Boskone in the Noshubucalming. Buzkirk complies instantly, but Kim isn't ready to see his dad off on a suicidal decoy mission. By way of convincing him, Gary slugs Kim in the gut. "We've gotta protect him. He's a Lensman. It could mean our survival." Buzkirk carries Kim off to the flight deck. Gary sends Sol off with them, but the loyal robot reminds him he needs a navigator.
In orbit, Boskone ships hover.
Interior shot of the irregular, organic structure. A RED PULSING CREATURE, something like an umbrella with arms and bugged-out eyes, flutters about. (We never quite learn whether this is a Boskone, and if so, what its job is.) It buzzes onto the command deck, where COMMANDER GUIDEL and his aide, NEXTLAY, watch Mqueie through a window. They note the launch of a ship from the far side of the planet.
Aboard the fleeing Noshubucalming, Gary notes the arrival of six Boskone pursuers. Suddenly the communicator activates; it's Kim. Gary tries to explain his actions: "The Arisians have transformed you into a Lensman. Surrender to destiny, wherever it leads you." The Boskone bolts start to strike home. "Live for freedom, die for freedom." The ship explodes.
On the Brittania's flight deck, Kim keels over and sobs. The Lens lights up.
Mqueie (and its moons!) develop huge glowing fractures, then explode. (Insert obligatory overdone lenticular anime explosion.)
The Brittania has apparently evaded the Boskone, and is traveling through normal space. Kim leans forlornly against the window on some sort of observation deck. Buzkirk joins him, staring out. He steps away, and contemplates a symbol high on the opposite bulkhead (presumably the GP emblem). He explains that Gary had helped found the Patrol, and that were it not for his injured arm, he would've been a Lensman too. It was his dream, though he never said so.
Guidel, Nextlay, and the Umbrella enter the Boskone ship's communications room. A huge hologram of LORD HELMUTH, their supreme leader, materializes.
Guidel reports that he's destroyed the Lensman and the planet. Helmuth asks for proof of the Lensman's destruction -- he wanted the body and the Lens -- but Guidel has none. Nextlay interjects that Guidel had destroyed the ship before identifying it. Desperately, Guidel insists he'll comb the rubble for proof, but Helmuth hasn't the time for it, and zaps him. His body twists in the lightning blasting from Helmuth's eyes; Guidel's robe bursts as he evaporates under the onslaught; finally the robe itself disintegrates. Umbrella hovers over to inspect the smoldering deck. Helmuth puts Nextlay in charge, but warns him that he needs proof!
Buzkirk staggers onto the Brittania's bridge, laden with dozens of weapons. He fingers an ax, then tosses Kim a pistol (which he'll use throughout the rest of the film). The ship shakes, then gravity and the lights cut out; Buzkirk and the weapons fall to the front of the flight deck. Footsteps are heard. Kim plasters himself beside the hatch, then jumps out and attacks the figure beyond. The lights go on, and we see four humans in GP uniforms in the corridor; Kim's struggling with CAPTAIN HENDERSON. Buzkirk plunges out with his ax, and manages to bury it in the deck rather than one of the crew.
While Henderson explains that they'd hailed the Brittania on the emergency frequency, but had received no response, NURSE CLARIS MACDOUGAL attends to Kim's arm with spray and bandage. She suddenly notices the Lens affixed to his hand, and calls Henderson over to look. Suddenly thisgroup is all ready to support Kim, too, despite his continuing bewilderment.
The ship shakes, under renewed Boskone attack. Henderson leaves Kris with Buzkirk and Kim, and rushes off with the other three men back to his ship to divert them.
Chris confidently takes the controls of the Brittania. She brings up a tactical display (CGI) which shows Henderson's ship being destroyed. She dispatches a message to GP HQ, that they've found the Brittania, Henderson's ship has been destroyed, the Lensman is dead, and the Lens has been transferred to a civilian, Kim Kinnison. Then the communications system is destroyed by a stray shot.
Buzkirk swears that if they get out of this alive, he'll never use another bad word.
Chris shifts the ship into "inertialess drive" to escape the Boskone. They pass through the moire tunnel (apparently a harrowing experience, judging from their grimaces), then break into hyperspace.
They go through formal introductions, and she explains that the Lens is a direct link to the Arisian Consciousness, and that Lensmen are specially trained to use it. Supposedly they can't be transferred. As to how Kim got his, "I guess it's one of those mysteries that'll never be explained." She doesn't seem too concerned.
The ship shudders; Chris concludes it's too damaged to remain in hyperdrive. She shifts out so they can land for emergency repairs.
Nextley reports to Helmuth that he's destroyed a GP vessel. However, he doesn't know if the Lensman was aboard. Predictably, his new aide, SWILT, gets promoted. He'd locked onto the Brittania before it entered hyperspace.
Planet Delgon -- the Brittania has landed near a field of orange furry tentacle-like plant-like things. Chris and Buzkirk work on repairing the inertialess drive, while Kim inspects the local flora (fauna?). Chris notes that he seems distracted, and is suitably shocked when Buzkirk tells her his father has just been killed.
Later, Buzkirk is honing his ax. Kim, unfolding some equipment, asks what he thinks of Chris. (We can see where this is going.) Buzkirk doesn't get it for a moment, then says "If she were three feet taller I could really go for her." The Lens flashes red.
Nearby, Chris is buried shoulder-deep in some unidentifiable equipment, when the orange tentacles sneak up and attack. She screams as she's dragged off. Kim (with pistol) and Buzkirk (with ax) wade into the mass, but they, too, are ensnared.
Kim is being throttled when the Lens flashes and a voice reports "I heard your call, Lensman. Help is on the way." Moments later, blasts rain down from the sky onto the field of tentacles. WURZL appears in the sky, and rescues kim.
Wurzl introduces himself, and is puzzled that Kim is speaking with his mouth. He insists he use the Lens and speak with his mind. Now that the introductions are over, they can go help his friends (who have apparently been spirited away in the the seemingly-very-short meantime).
Wurzl has no problem gliding with Kim clinging to his back. He explains that the orange tentacles are a lower lifeform called a CADILLAC, and are controlled by the OVERLORDS OF DELGON, the rulers of the planet. The Boskone control the Overlords through their supply of BIONITE, a highly-addictive narcotic. They reach the Overlords' citadel, above which a Boskone ship hovers hugely.
They easily sneak into the throne room, filled with lazing Overlords. Kim watches as Chris and Buzkirk are cast into a pit at the center of the room. The Overlords (for no adequately-explained reason) promptly start spitting strands of adhesive mucus at them, dragging them off the floor and tugging them painfully. (Chris has to go through this three times in the film.) Kim loses it and rushes off firing, despite Wurzl's urgings. "No self-control at all," Wurzl sighs as he flies off to help.
Kim dodges strands of projected gunk, and shoots the shell of the Overlord who's apparently intent on eating Chris (or doing something equally unspeakable), who's being dragged headfirst into its shell. Wurzl takes out the one swallowing Buzkirk, who swears he'll never gamble again if he gets out of this. Wurzl swoops out of the throne room, followed by the others.
They rush down the dimly-lit stone corridors. Some sort of anti-intruder mechanism, a sort of huge wheel spitting orange lightning, ignites and rolls after them. They find their way into a huge atrium -- two walkways (sans handrails) cross in the center, skylight far above, water far below, gutters on the walls draining into the cistern. Wurzl's weapon proves ineffective against the lighting wheels. Chris is knocked off the walkway; Kim grabs but misses for her wrist; Wurzl manages to glide down and catch her just before a huge green monster swallows her.
Buzkirk suggests Wurzl fly them out through the skylight. Somehow, even with three people hanging on, he gains altitude -- but not fast enough. The wheel comes back and catches Kim, last in the chain, with its lightning. He flaps them free of its embrace.
They reach the roof, and Wurzle insists they attend to Kim's injuries before returning to the Brittania. Buzkirk's in a hurry, and commandeers a passing Boskone flyer, tossing the co-pilot. The others clamber aboard and they force the pilot to fly them back to the Brittania.
A Boskone fleet arrives at Delgon, having detected "the Lensman's ship."
The Brittania launches vertically, rising slowly, as Chris bandages the comatose Kim. They pass through the cloud layer and find themselves surrounded by Boskone ships. Wurzl asks Chris if the ship has "homing torpedoes"; "It should," she answers. Without bothering to confirm if it does or not, he activates the self-destruct mechanism with a 60-second countdown.
In the torpedo bay, they remove the warheads from three missiles, leaving a space large enough for a passenger. Wurzle assures the skeptical Buzkirk they'll get them to the planet Radelix. Chris will be riding with Kim -- she's the nurse, and Buzkirk wouldn't fit.
Just as the Boskone are preparing to fire, the Brittania explodes in flame. Unnoticed, three torpedoes burst from the inferno. Swilt smugly concludes that the Lensman has chosen suicide over capture.
Later, Swilt reports this to Helmuth, who for once is satisfied. After a moment of gloating, he orders Swilt to Radelix, to take over supervision of the Bionite mines there. Swilt tries to toady up, but Helmuth will have none of it, and fades out. Swilt exacts his frustration on Umbrella.
The three torpedoes streak across space.
At the GP HQ, they confirm the identity of Kim Kinnison as the son of an old friend of Admiral Hane's. The Admiral flashes back to the founding of the Patrol. The aide reports that they'd lost all contact with the Brittania after it entered hyperspace. The Admiral decides they've waited long enough, and it's time to go on the offensive. Their first target will be Radelix, "known to be an armed enemy stronghold."
A frenzied disco club in a Boskone-controlled mining city, on planet Radelix. An MC/DJ ("Bill") stands on an elevated platform, urging the clientele to get down and party. Buzkirk is sitting morosely at a table, nursing a drink. A rotund yellow humanoid wearing a gas mask and hooked hand waddles over with some goons and picks a fight with him because he's not dancing. Buzkirk obliges, and Bill jumps from his tower to join him. They're doing fine until the Boskone guards arrive.
Later, the guards escort Bill out of the club. They call him a runt; he says he was just helping a friend; they tell him he has no friends and that his big mouth will get him into terminal trouble some day. Bill climbs into his pickup truck and roars off, retorting that his "big mouth has earned me more money than I can count."
By the time Bill gets back to his shack in the wastelands, dawn is breaking. He picks his way through his chickens, enters at the front door, pulls a rat from of bundle on the wall and starts munching on it. He greets Chris, who's busy nursing Kim, and mentions the guy at the club. Chris and Kim realize this is Buzkirk. Kim insists he go rescue him from the bionite mine, but Chris and Bill force him to stay in bed (the latter rather more forcefully than the former). The irate Bill tells them how Radelix was a paradise until the Boskone came and enslaved everyone.
That night: Chris is asleep in the overstuffed armchair by the bed. Kim sneaks out of bed, and takes off in the pickup. Some way down the road, Bill pops up from behind him. Kim nearly swerves off the track, and asks why. Bill explains that it was obvious Kim would be going -- took Chris a long time to fall asleep, didn't it -- and he's just coming along for the fun. He hands Kim a bag full of armor.
Later, Bill drives up to the city gates, Kim nowhere in sight. The guards open the gate with a stern warning: Commander Swilt wants it quiet.
Aboard the Boskone ship hovering over the city, a party of guards ask Swilt if Lord Helmuth will truly keep his promises once the Galactic Alliance is defeated. Swilt assures them that he rewards those who serve him well.
Bill parks the pickup in a secluded corner, long enough for Kim to get out and receive directions to where Buzkirk's probably being held. Bill departs to begin something to distract the guards, and Kim climbs into the mine through a huge ventilation shaft.
At the disco, Bill is back up on his platform. He starts tossing containers and fruit from his perch, successfully inciting the club patrons to start a riot. Unfortunately, they notice the instigator, and topple his tower, but not before he incites them to a revolutionary fervor.
Deep in the mine, Kim finds Buzkirk, his arms locked in restraints, operating a pump. Three of the four guards are led away by a fifth, to quell "another riot at the disco." Kim and Buzkirk make short work of him.
The riot continues at the disco, even as the guards arrive with their glowing bobby sticks.
In the mine, Kim and Buzkirk evade a huge floating patrol platform, shining searchlights. They're attacked by two guards on a hovercycle (a "kutoniadem"), which they acquire. Other cycles pursue them, and despite the fact Kim's never driven one of these, he evades their fire. Buzkirk, in the sidecar, enjoys himself with a bazooka. The gunshots and crashes start to ignite a chain reaction of explosions.
The explosions start to affect the Boskone ship, as the guards report an "impromptu revolt" to Swilt. Swilt sends Syzygy to find out who's responsible.
Down in the industrial nightmare of the mine (continuing to look like a cross between Akira cycle scenes, the Endor speederbike chase from Return of the Jedi, and the Death Star conduit crawl of the same film), the explosions continue. Syzygy spots Kim. (The animation repeats the two-second encounter three times, just to make sure we know that Syzygy knows. Or to highlight the one useful thing he/it does in the entire film.)
The chase continues around a spiral ramp to the top of a tower. Buzkirk takes out a patrol platform, which crashes and takes out the pursuing cycles. Also the tower, which chooses this moment to do its impression of the Leaning Tower of Pisa. Kim's cycle tumbles off. "If we get out of this, I'll never drink again!" Buzkirk promises as he drags Kim back onto the falling bike. They eventually hit a set of pipes which serve as an impromptu ramp off the toppled tower, and back into the freeway-like conduit system.
Outside the disco, the guards have all the patrons rounded up. In the midst of the continuing explosions, they break free.
On the ship, Helmuth lambasts Swilt's incompetence, and zaps him. The ship crashes to the city. Syzygy is crushed under falling debris. It explodes.
On the "freeway," Kim gets a call from Wurzl on his Lens: the Guards have closed off his escape route, with most of their remaining firepower. Kim leans back and the bike flies up and out, but gets shot down anyway. Kim and Buzkirk are thrown free, and caught mid-air by Wurzl. A shadow falls over them; it's a Galactic Patrol patrol vessel, which zaps the accumulated guards. The trio are picked up by Bill and his pickup just in front of the advancing explosions. Bill proclaims their freedom as the former slaves spill out of the exploding city. (Okay, enough with the explosions! I thought they were mining bionite here, not nitroglycerin.)
They arrive at Bill's shack, followed by the GP patrol vessel. The place has been crushed, and there's no sign of Chris. As they mill about, a red star appears in the sky, and a scarlet beam strikes to the ground just in front of them. Helmuth's voice relays Chris's cries of help. He taunts Kim to step into the beam and save her. Chris's voice urges him to complete his mission and deliver the information in the Lens; Wurzl agrees. Kirk promises he will -- after he rescues Chris. He leaps into the beam and vanishes; Buzkirk and Wurzl try to follow, but are repelled.
The Boskone fleet hovers around the huge "Boskone Base" (as the subtitles identify), the organic-looking Devil Planet.
Elsewhere, the massed GP fleet waits. Klondike reports to Admiral Hane that preparations have been completed for a full-scale attack.
Kim arrives from the beam into darkness. Blue light flares around him, showing brief shimmering images of the organic cavern around him (looks rather like a lot of neurons). He draws his gun and ineffectually threatens Helmuth. He turns and sees Chris running towards him, but she's snatched away by tendrils.
Chris is just not having any luck, is she? First the Cadillac-beast, then the Overlord slime, now Helmuth's tendrils.
A blinding light dazzles Kim. A labyrinth of pillars arise around him from the darkness, spilling him into their depths.
The labyrinth is executed in CGI, and looks almost exactly like Tron: the same ebony polygons with red wireframes. The torture device in the next illusion is perhaps the silliest-looking thing to ever torment someone: a narrow vertical cylinder with two spinning solar-panel-like fins, carrying a ball beneath it with three jointed arms. When the arms glow, you scream. It looks like a cross between a ball-and-stick methane molecule and a TV antenna.
Various small flying CGI critters hassle him. Then a spinning, razor-edged terror top materializes; it buds off a buddy. Kim runs, pursued by the tops, harried by the minis. He reaches a dead end, and a quintet of tops corner him. The lead top approaches slowly, and slashes him.
Kim feels himself falling, and comes back to himself on a dark surface. "An illusion!" he realizes. A landscape of geometric crags materializes around him. Helmuth laughs: "But your terror and pain are certainly real enough!" A hovering torture device appears, and chases Kim over a collapsing cliff.
Kim is back on the floor. Helmuth laughs, and shows him images of the GP fleet being chewed up. (Shades of Emperor Palpatine and Luke in the Death Star throne room.) Kim fires at the mountain that is Helmuth, and is attacked by flying whips of scarlet lightning for his insolence. Nearby, Chris is being stretched taut by the tendrils. Kim struggles to raise his gun, and fires at his own left arm, wounding himself. The pain causes the illusions recede, finally showing the true shape of Helmuth and the cavern. His Lens lights up.
Helmuth decides he's had enough fun, and zaps Kim with his scarlet eyebeams. The Lens advises Kim, who resists the assault. He manages to stand, and holds aloft the flaring Lens. Helmuth explodes. A huge beacon of light bursts from the surface of the Devil Planet.
Elsewhere, the energy burst momentarily knocks out the systems on the GP fleet. They interpret it as the coordinates of the Devil Planet, and make renewed preparations for assault.
In the cavern, Kim surveys the wreckage. The Lens explains that "you used the power of the Lens to protect the one you love." That reminds Kim of Chris's plight, and he sets off across the mazelike walkways of the cavern. Just as he finds her, still hanging from a nest of tendrils, a hand grows out of the walkway, grabbing him; Helmuth has reformed his body out of the base's substance. Ticked now, he tries to crush Kim. The base starts to shudder as the fleet attacks.
Kim writhes in agony, unable to free himself, when a blast distracts Helmuth. He drops Kim, and Wurzl catches him. Carrying him around the roof of the cavern, he explains that "the Eddorian fortress has been exposed and the Boskone forces are falling."
This is the single time in the movie that the Eddorians are mentioned. The Arisians get mentioned by name twice.
Helmuth extends his spikes, trying to skewer or block the pair, but Wurzl nimbly evades them. Another spike lifts Chris from the tendrils. Wurzl's gun has no effect, and he continues to dodge Helmuth's blasts. As the fleet continues to pound the planet, purple foam froths forth from wounds that open in the pink walls of the cavern. Kim, finally getting the hang of the Lens thing, directs Wurzl to fly straight at Helmuth's eyes, and manages to catch Helmuth's beam on the Lens, which fires back. Helmuth petrifies and begins to crumble; Wurzl swoops in for Kim to catch Chris's body. Once again, Helmuth's body explodes.
The base continues to bleed. A GP patrol ship enters, piloted by Buzkirk and Bill. The three climb in, and it zooms out to the surface.
Elsewhere, Helmuth's heart (CGI) also escapes.
The Devil Planet sheds slowly-growing pillars of light, then finally explodes. CGI fragments tumble away.
In the fleet, there is much rejoicing. Admiral Hane salutes the birth of a new Lensman; that they owe their victory to Kimball Kinnison, "and to the Power of the Lens."
Aboard the patrol craft, Chris is bandaging Kim's arm. An embarrassed moment ensues as Kim and Chris wonder if they should profess their undying love for each other. A Star Trek-like laugh ensues. They arrive at the (CGI) fleet, which flies off into the sunset. (Or at least a really bright blue glow.)
Elsewhere, Helmuth's heart (CGI) slowly spins away into the stars, glowing malevolently.
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