Cavitus attacks the Penguin ship with his newest weapon (a glue ray), but something goes wrong and Cavitus and Michelle end up trapped in a hollow asteroid together. Naturally, their first instinct is to fight. Due to the strong magnetic current in the asteroid, Cavitus’ mechanical armor doesn’t work properly and he has to get out of his shell. The Penguins crew and Cavitus’ minions eventually learn how to work together to rescue Michelle and Cavitus. Inside the asteroid, Michele learns to be kind… but will Cavitus?