Ace looked at Kimberly, the baby Borf cradled in her arms and he thought back to all that had happened. It began when the evil adult Borf constructed his ultimate weapon - the Infanto Ray. It could transform anyone into a harmless infact with a single blast and with it, Borf had the power to vanquish the nations of Earth.

In a desperate fight with Borf to save the unwary populace of Earth, Ace was zapped by the weapon and transformed into a childlike alter ego named Dexter. Drained of his strength, Dexter's only help came from a special wrist-watch which, from time-to-time, provided him with enough power to energize into his former self, the mighty Space Ace. To make matters worse, Borf kidnapped Ace's beloved Kimberly and took her to his orbiting space station.

Enraged, Dexter started a furious race against time and deadly enemies to save Kimberly and the Earth. He battled lethal machines, vile monsters and evil robots until finally meeting Borf in a last, desperate struggle. Space Ace was almost defeated, but he outsmarted Borf and shot the villain with his own Infanto Ray.

Now Borf was nestled in Kimberly's caring arms, who had taken a liking to the adoring baby. She wanted to raise him in an attempt to keep Borf from becoming the villain he once was. Although Borf now seemed only an infant, the same evil persona lay hidden beneath that adorable blue face and he yearned to be restored to his former power.

Sitting not far from Ace and Kimberly, Borf's vicious little Goons planned their revenge. All they had to do was get the baby Borf back and use the Infanto Ray's reverse setting to restore him. Their plan was set and the Goons attacked giving Ace barely enough time to react as he saw the angry mob running towards him...