Jal Gorda, a spy working for the Lightning League, passed on information that Saw Boss was trying to capture Swampwitch. She was a powerful nature spirit who was said to have great magical powers over plants. She lived on the planet Marg beyond the Phantom Nebula. The Monster Mind ship would go around the nebula.

Jayce suggested that the Pride go through it in order to beat them to the planet. Herc strongly objected, protesting that the area was full of energy surges that couldn't be seen until they hit the ship. Gillian seemingly agreed, but magically reprograms the Pride to follow the dangerous course. When they entered the Phantom Nebula, the Lightning League did their best to blast the energy surges. Unfortunately, there were too many of them to deflect, and the Pride was severely damaged. In desperation, Herc engaged the hyperdrive, and the ship teleported to Marg.

Herc saw to the ailing Pride while the others ventured out to find Swampwitch. She observed them by scrying inside of one of her opened flowers. Discovering that Flora could feel her presence, Swampwitch encased her in an golden energy bubble that levitated her away. She then directed huge green roots to grab the vehicles (including Jayce and Oon, who were inside Drill Sergeant), Gillian, and Brock, twisting them all around the targets to prevent escape.

After Saw Boss' headquarters teleported onto the planet, Monster Mind troops swarmed out en masse to find Swampwitch.

Flora talked with Swampwitch for a while. Swampwitch used her powers to transform trees into gigantic humanoids that stomped the Monster Mind vehicles, but she refused to release the League go. She relented only when Flora threatened to leave. As Swampwitch gave Flora a guided tour of her realm, she enjoyed the flower-child's company immensely, having had no others of her kind to talk to.

Saw Boss' vines created a dome over the swamp, then a solar prism made up of huge terminated crystals was set in place in order to "burn Swampwitch's power right out from under her." The League vehicles opposed the Monster Minds, who had renewed their attack, on the ground. Jayce knew he had to reach the solar prism that was weakening Swampwitch; however, he could not do so and fight the Monster Minds at the same time. After Gillian tracked down Flora with Brock's help, he asked Swampwitch if she could do anything. Swampwitch was already too weak to help, but Flora offered to allow Swampwitch to channel magic through her. Working together, they summoned the gigantic humanoid trees, huge green roots, and enormous water reptiles to fight the enemy troops. The League vehicles made their way up to the solar prism, where Jayce used Armed Force to change the placement of the enormous crystals. He redirected the killing heat onto the Monster Mind headquarters, where he begans to overheat (think a sauna gone dead wrong) and Saw Boss was forced to teleport away.

Swampwitch swore that she would go somewhere where the evil couldn't find her again, asking Flora to come with her. A reluctant "no" was Flora's answer; she found it incredibly difficult to leave, as she had come to love Swampwitch, but could not abandon Jayce. They hugged a very long moment, then Swampwitch gave Flora one of her plants to remember her by. She then magically merged with her swamp and physically levitated the whole thing out beyond Marg.

Jayce assured Flora that she would see Swampwitch again someday. "Sure Jayce, I know that, I know," Flora nodded, smiling through her tears.