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"When the Hot Ice Melts"
Episode Summary: The Horus arrives at Farfallus and docks on an asteroid containing the XGP15A-II, an advanced spaceship. Hilda turns on Gilliam II, the XGP15A-II's computer, and informs it that she, Gene, Jim and Melfina are its crew. Melfina displays her ability to link her mind with the ship while the Guild pirates arrive and attempt to gain control of the XGP15A-II. They are thwarted by the MacDougall brothers who are on a mission to destroy the XGP15A-II. Gene recognizes their ship as the one that attacked his father's ship six years ago. Gene, Jim and Melfina escape the star's gravity well, by breaking out of the asteroid, while Hilda sacrifices herself to protect them from the Guild. Gene names the ship the "Outlaw Star" in Hilda's honor.