Plot
In ages past, the Arakacians, a malevolent race, discovered a place where spacetime leaked a type of fluid. This fluid granted immortality to anyone who consumed it. The Arakacians built an empire and enslaved the known universe for centuries. They were finally vanquished after the fountain chamber, where they gathered the water of life, was sealed by freedom fighters. The key to the chamber, a glowing green crystal (resembling the "Loc-Nar" from the original Heavy Metal) that can lead the bearer back to the fountain and drives anyone who possesses it insane, was cast into space and lost among the stars.
In a present-day asteroid excavation, space crewman Tyler and his colleague find the key by accident. Tyler touches the key and instantly goes insane, growing long hair and looking fierce. He kills his mining partner and takes over the ship, killing everyone but Dr. Schechter, and the pilots Lambert and Germain. His search for the planet with the fountain leads to Eden. This planet is designated F.A.K.K.² (Federation-Assigned Ketogenic Killzone to the second level), but has inhabitants whose bodies carry traces of the immortality fluid. Tyler invades Eden and kills many of the Edenites, capturing some so he can extract the immortality fluids from their bodies. He also keeps the attractive schoolteacher Kerrie for his sexual purposes. When Germain resists the idea, he is left on Eden.
Kerrie's warrior sister Julie survives the attack and teams up with Germain to follow Tyler, though brutally fending off Germain's flirtations. At a renegade space station, where a sex robot distracts Germain, Julie finds Tyler in a nightclub and critically injures him. However, he ingests a vial with the immortality serum and heals instantly. In the ensuing gunfight, Tyler blows up the club. Escaping the explosion, Julie and Germain board a shuttlecraft that latches onto Tyler's ship before it jumps into hyperspace. Discovering them mid-travel, Tyler tries to shake them off, but the fight causes the two ships to crash.
Julie wakes up on Uroboris, a desert planet, and meets Odin, a mysterious cloaked sage, and his assistant, Zeek, a rock-like creature who appeared when Tyler found the crystal. The two are guardians of the ancient fountain. With his ship destroyed and most of his crew dead, Tyler orders Dr. Schechter to extract Kerrie's fluids. While exploring the planet, he finds a race of reptilian beings and conquers them by defeating their champion and their leader in a death match. Julie enters the reptilian city disguised as a woman whom the reptiles found for Tyler. That night, she seduces Tyler and tries to kill him, but Zeek stops the attempt and captures her, taking her back to Odin. Julie then infiltrates Tyler's ship and discovers Kerrie is still alive. She takes out Dr. Schechter, frees Kerrie, and escapes as the complex explodes. Tyler, with only three vials of serum left, orders his troops to storm the citadel where the immortality fountain is located.
At the citadel, Julie undergoes a bath ritual where armor of scanty clothing, like Taarna's in Heavy Metal, is bestowed upon her. She, Kerrie, and Germain help the fountain's guardians defend against Tyler's army. In the fighting, Lambert suffers a near-fatal injury and grabs for Tyler's last vial of immortality serum, accidentally breaking it on the ground. Tyler, enraged, kills Lambert for the blunder and walks to the pit of immortality. He is about to put the crystal into the fountain's final lock, but is stopped by Julie, who stabs him in the left eye. A fight ensues in which, with Odin's help, Julie finally kills Tyler. Odin then throws off his cloak, revealing himself to be the last of the Arakacians. He has been in hiding all these centuries, waiting for someone to find the chamber key and be drawn to the fountain. He intends to claim it as his own and reestablish the Arakacian empire. However, Zeek, who befriended Julie, pulls the crystal key from the pedestal, locking Odin inside the fountain chamber forever, and flies into outer space. As Germain and Kerrie help Julie to her feet, Zeek envelops the crystal into himself and becomes a new asteroid to hide the key for all time.