Schoolboy Ben Dark is 13 years old. He keeps a low profile at school, with his friends Mike, a nerdy academic and Amanda, who is aloof and athletic.Ben's life is turned upside down when a bunch of robots attack his school and try to grab him. Ben is further surprised when his two friends spring into action to help him escape, albeit onto an orbiting Phloundar spaceship.

Ben soon begins to understand that he is a Pilostar - beings with rare skills that are highly valued. He also learns that his two friends are Guardians - Mike is from Alenthia, a planet that values art and academics, and Amanda from Spartia - a world of warriors.

While some of the Federation fleet is away, the Phloundars send an armada to Civis Mondi. The Academy is asked to assist the depleted federation and the trio find themselves on a ship in the fleet. Much to Amanda's disgust it is an automated rubbish collection vehicle aptly bringing up the rear of the fleet. The Phloundars are halted by the Federations show of power, but Ben expects a ruse. He navigates his two friends through a wormhole and they arrive at Mundrabilla -a desolate planet where the Federation mines the dark matter that powers its ships (and also dumps its garbage).

Ben's hunch proves to be right. The Phloundars use the robots to attack the base. Ben, Mike and Amanda must escape and warn the Federation. Blocked by a Phloundar Kill-a-lot ship, Ben must use his powers to escape.