The S.S. Explorer discovers two planets, one very similar to Earth but they also discover some strange fleet of burning ships flying around it. The force go out to check them out but when they get close the ships scatter. The team then heads down to explore the planet the Land and Sea teams find a dead world but the Air team finds a lush perfect forest by a lake. The Explore lands on the lake to investigate further. Professor Page believes there is something about the water that is killing off the life on the planet.