scraps and popla land on a friendly cloud, who takes them to a nearby star. the star is a kind of semi-mechanical conveyance, commanded by captain batt, who is built of wires and electric components. predictably, scraps gets into a fight with him; she punches him in his button nose, which proves to be his on-off button. with captain batt shut down, they meet the twinkler, the star's maintenance man (he looks like cap'n bill). popla tries piloting the star — and crashes into the missing air castle. they find alexample there, and endure a few peaceful days in its palatial environs. they get to know the inhabitants of the upper air, who include sky fairies and air sprites, and cloud sheep herded by cloud-pushers and sky-sweepers. scraps and company also repel an attack from sky pirates.