[In the voice of Toad from Super Mario Bros.] Thank you, Jod Na Nawood! But our treasure is on another planet! 

This week’s episode of Skeleton Crew begins with a clever bait and switch that just about sold me on the idea that we were getting a very different show than expected. Thanks to coordinates swiped from Jod’s owlish frenemy Khymm, the Crew — that’s Wim, Neel, Fern, KB, Jod, and SM-33 the droid, and I guess the rat that lives in his eye socket too — immediately arrive at a bucolic-looking planet surrounded by familiar barrier satellites. Is this swashbuckling space adventure about to turn into some kind of kids vs. adults rebellion against conformity in the suspiciously placid ‘burbs of At Attin?

Well, no, because they’re not on At Attin at all. They’re on At Achrann, one of the other secret planets hidden by the Old Republic long ago. Like the majority of its sister planets, At Achrann is a colossal ruin, identical in style to At Attin but by now an overgrown post-apocalyptic wilderness dotted with collapsed buildings, crumbling statues, and battling clans that employ child soldiers. I think you can see how that’s less than ideal for our particular set of adventurers. 

After leaving Jod and 33 back on the ship, the kids are taken captive by the Troik, a warrior clan engaged in perpetual tit-for-tat raids against their rivals, the Hattan. Hayna (Hala Finley), the French-accented daughter of the clan’s general, takes a shine to Neel for his gentle ways; he’s so accustomed to living an unthreatened life, and so horrified at the unfairness of children enduring perpetual war, that he’s become a sort of pacificst philosopher almost by default. She’s never met anyone like him, any more than he’s ever met anyone like her. He even gets a first kiss out of it, but it’s on the trunk, and I’m not sure if that counts for his species.

Wim and Fern have their own heart to heart later in the episode. After Jod and SM-33 avert a battle by buying off the Hattan and bringing the Troik’s stolen livestock back to them, they’re brought to a crumbling tower called the Fallen Sanctum. This Elden Ring–ass moniker is what the locals have given to At Achrann’s equivalent of At Attin’s government headquarters, the Supervisor’s Tower, where many of the kids’ parents work. Allegedly, an ancient star chart within might contain At Attin’s coordinates. 

But when they discover the coordinates blasted clean away — by SM-33 in the distant past, apparently — Fern breaks down. Through a voice crackling with tears, she tells Wim she has no idea what she’s doing. It’s an understandable sentiment for a kid in her position, but unfair to herself and what she’s accomplished thus far. Wim pretty much tells her so, showing surprising sensitivity; Fern says he should have been captain, which is crazy talk, but hey, they’re under a lot of strain.

But in her distress, in which she complains about being made to feel like a droid who’s just supposed to do what people tell her, she figures out a solution to their SM-33 problem. The droid keeps repeating “Can’t say I remember no At Attin,” but she realizes he means this more or less literally: He can’t say so, because he was ordered by his previous captain to forget. Fern overrides his memory, leading him to tell a tale of bloody pirate slaughter wreaked by the old captain to protect At Attin’s location…

…slaughter SM-33 intends to see to its conclusion, per the old captain’s orders, by tearing the kids “PULL ’EM APART! LIMB FROM LIMB! LIMB FROM LIMB!” like a berserk automaton. This is the kind of unexpected children’s-media nightmare fuel that gives kids bad dreams now and great memories later, the highlight of the series so far.

Fortunately for Fern, Wim, and KB, their limbs stay in place. Neel musters up his courage and throws a rock at SM-33’s head to distract him, allowing Jod to dash in and deactivate the droid. Neel passes out, but when he wakes up he’ll be a man, or whatever he is, reborn.

I guess some points about the kids’ comfortable lifestyle’s pros and cons are made in the back-and-forth between Hayna and Neel over the course of the episode, for what it’s worth. It makes you soft, but that softness is your strength, or something. They tried. I dunno, it’s little tought to take a lesson in heroism from a company selling out trans kids as we speak.

To me, the pleasures of this episode are a lot simpler to appreciate. SM-33’s creepy heel turn, Ryan Kiera Armstrong’s fine performance as Fern, Neel and Hayna’s charming friendship, some pleasantly Star Warsian armor and weapons designs, and a sense of forward motion almost entirely lacking from several of the franchise’s other small-screen efforts — that’s time I don’t regret spending long, long ago.

Sean T. Collins (@theseantcollins) writes about TV for Rolling Stone, Vulture, The New York Times, and anyplace that will have him, really. He and his family live on Long Island.