Ming the Merciless is back and up to his evil tricks, attempting to destroy the earth with a deadly plague-laden dust. Flash, Dale and Dr. Zarkov must travel to the Robin Hood-like planet of Arboria, to seek the aid of Prince Barin. Once there, Flash meets Queen Fria of Frigia, and sets off for Mongo to rescue General Lupi from Ming’s clutches. While wrestling with one of Ming’s guards, Flash falls into a deep pit.
Flash and his crew set off for the frozen planet of Frigia to mine for Polarite, the only antidote to Ming’s death dust. Exposed on the barren surface, they are bombed by Ming’s ships and Flash, Dale and Prince Barin are caught in an avalanche and swept into a chasm.
Ming discovers Flash has escaped the avalanche and sends Captain Torch back to Frigia with an army of “Annihilations,” robots that can be remotely detonated. Flash grapples with one as it is set to explode.
Ming’s killer robots capture Dr. Zarkov and Dale, but Flash must return to earth with the antidote to Ming’s death dust before he can rescue them. Back at Ming’s palace, Ming decides to marry Dale and execute Dr. Zarkov.
Dr. Zarkov agrees to use his genius to help Ming conquer the Universe so that he can gain access to Ming’s lab and work to break his power. Prince Barin attacks Ming’s palace. Flash, Dale and Dr. Zarkov must flee in one of Ming’s ships and are attacked by Barin’s fleet.
Ming attacks Arboria with a new super weapon after arranging to have his daughter Aura kidnapped from the planet. Dr. Zarkov invents a machine to neutralize Ming’s weapon, but as Flash engages the device, it overloads and bursts into flames.
Dr. Zarkov invents a magnetic gun that will destroy Ming’s power planet, but the gun will self-destruct when used, destroying everything around it. Flash and his crew travel to the barren “Land of the Dead” on Mongo to set off the device, but are attacked by Rock Men. Will they be able to set off the device in time?
Our heroes are captured by the Rock Men, along with Ming’s soldiers, who set off a bomb and cause a massive landslide. The Rock King holds all of them responsible for the disappearance of his son and will kill everyone if he is not found. Flash escapes and fings the boy, as the Rock Guards prepare to throw Dale into a fiery
Flash and compnay set off into the caverns beneath Ming’s palace to rescue Princess Aura. When Ming discovers them on the Spaceograph, he orders the caverns to be flooded and our heroes are swept towards a bottomless pit.
Believing Flash and Barin are dead, Ming sends gas bombers to attack Arboria. Torch, in control of Barin’s radio room, recalls Arboria’s fleet to clear the way for the attack. Amid dropping gas bombs, Flash fights with Torch atop the roof of Barin’s castle.
Ming’s soldiers kidnap Dale and arrange for a hostage exchange. In a diabolical doublecross, Ming takes Dr. Zarkov prisoner and locks Princess Aura and Dale in his palace, setting a deadly trap for Flash.
Flash overhears Ming’s latest plot to destroy the earth and realizes he must redscue his friends and locate the ship armed with the deadly weapon before Ming can carry out his ultimate evil plan.
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