A long, long time ago in an ugly, ugly galaxy...
After leaving the pretty planet Mars, a group of Unicorns fly toward a distant speck. The speck gradually resolves into a smart, space school.
Civil war strikes the galaxy, which is ruled by Zar Bill, a dumb Phoenix capable of blackmailing and even murder. Terrified, a deserted Wizard known as John Stevens flees the Empire, with his protector, Rose Maxwell.
“Whatever shall we do Rose?”, asked John.
“All we can do is to flee from the Empire and hope to find safety in Silver City.”, stated Rose.
They head for Silver City on the planet Jupiter with hope to find safety. When they finally arrive, a fight breaks out between the Empire and the Human Unicorns. Maxwell uses her ugly butter knife to defend John. Maxwell and Wizard John decide it's time to leave Jupiter and steal a train to shoot their way out.
They encounter a tribe of Aliens. Maxwell is attacked and the Wizard is captured by the Aliens and taken back to Silver City.Maxwell must fight to save Wizard John but when she accidentally unearths a dull computer, the entire future of the ugly, pretty galaxy is at stake.