The thief Gadfly aims to drill for Staridium on the planet Lumaro, so the Callistos must find a way to stop him.
- Justin Felbinger as Miles Callisto
- Fiona Bishop as Loretta Callisto
- Olivia Munn as Phoebe Callisto
- Tom Kenny as Leo Callisto/Goon
- Dee Bradley Baker as M.E.R.C./Grace
- Whoopi Goldberg as The GameMaster
- Mark Hamill as Gadfly Garnett
- Adrian Grenier as Captain Joe
- Danny Jacob as Goon
- This episode marks the second appearance of The GameMaster following "Galaxias Quest".