We open to space just outside Earth’s orbit. In his spaceship Flash Gordon is surprised when the Phantom can visually spot a damaged satellite before his own on-board radar could. The two will need to suit up to do a spacewalk in order to perform repairs (in 2015 that means being encased in an elastic-spray and then environmental and communication armaments being attached). However, as they prepare to begin their repair, they are suddenly ambushed by a squadron of Ming's ice robots. After a high-stakes dogfight where Flash uses "fancy flying" to down several ships (with the help of some convenient asteroids), the canopy of their ship is destroyed and even more robot ships approach.  In evading the incoming robot-ships hail of laser blasts, the previous attack group is destroyed by friendly fire and the Phantom is able to capitalize in the confusion and destroy even more. Unfortunately for an unknown reason, their ship’s weapons controls become disabled. The Phantom decides its a good time to initiate a manual weapon control to clear their path and he grabs a readily available laser gatling gun and single-handedly destroys the remaining ships. The two then continue repairs to the Space Station.

We find the ensuing battle was being surveyed by Ming who dismisses the destruction of the robot ships as inconsequential. Ming orders Octon to release his thrown room and we watch as it blasts through the sea ice surface and flys off to destination unknown. 

We then find our selves at Monitor where Lothar is teaching the very unimpressed  Kshin and LJ the finer points of chess. Suddenly, a bolt of energy flashes and the chess board and pieces shrink down to a fraction of their original size. A very impressed Mandrake and crew asks Rick what just happened and Rick is happy to  explain that he is working on his latest gadget, the micronizer. Dynak X questions Rick about the longevity of the effect and Rick clarifies that the micronization will last about an hour. At that moment Lothar conveniently  gets a message from his friend, Malachek (first or last name unknown),  that Lothar and his group have been invited to an international chess tournament in Paris to which Lothar immediately accepts. Before letting him go, Malachek asks Lothar if he would bring Dynak X with him as a test to the tournament’s own chess-playing computer. Lothar thinks nothing of it and agrees, however when Malachek turns off his visual communicator we find that he’s being held at gunpoint by Ming’s blue-skinned henchmen. 

Next, we find Ming landing his ship on an island and commanding Octon to “energize” his electronic Maggot. Tentacled power conductors emerge from the ship and connect to a nearby power station and bring the maggot to life, at which point we learn from Ming that he intends to infect Dynak X with the Maggot once the she is connected to the chess-playing computer where he intends to steal the access codes for the Earth’s weapons systems.

Meanwhile, at the International Chess Competition in Paris, the team consisting of Lothar, Mandrake, Rick and LJ are happy the tournament appears to be well attended. While Rick wonders aloud where the chess-playing computer is, LJ points out a large mainframe-like system at the floor center, Rick immediately scoffs and says there will be no competition. Lothar asks LJ to see if he can find Malachek in the executive offices, but LJ becomes distracted by two hotties walking by him. All of a sudden, LJ hears a scuffilng sound and immediately senses danger. He runs to a locked door and when he can’t open it, kicks it down to discover a tied and gagged Malachek. LJ works to free him and Malachek warns that Dynak X must not be connected to the chess-playing computer. We then see Rick connecting the two computers together, even as LJ tries to stop him. Rick is knocked to the ground by feedback and Dynak X is instantly aware that there has been an “invasion.” We then see the maggot chomping through circuitry and Dynak X’s vector representation cries out for Rick as she disappears from view. As Rick pleads to get through to his virtual mother, Ming appears on the screen to let them know that he has taken control.

We then circle back to the space station where Flash is making repairs. Getting a call from The Phantom, Flash tells him that the repairs will take several hours.  Phantom communicates with Monitor where an on-duty Jedda tells him that Dyank X has been compromised. Suddenly, the transmission is cut off and we see Dynak X on screen taking about Ming being the “ultimate power” in the universe.

We transition back to Ming’s ship where he is watching his Maggots progress through Dynak X’s circuits on his screen. When Octon informs Ming that the Defenders have left the tornament to return to Monitor, Ming decides that he will have a surprise for them. 

Upon their return, Rick notes that their security doors are locked. Both Lothar and LJ attempt to use their physical strength to get through the doors to no avail. Its up to Mandrake as he uses his mental powers to manipulate the gears in the doors into opening. Successful, they are met with a wailing siren sound and Dynak X claiming an “intruder alert.” Kshin (along wth Zuffy the space alien) are present to call out to the team that Ming intends to use Monitors internal defense system against them. LJ jibes Rick about the design of his defense system being so efficient. Lothar reacts to the floor opening and the reveal of a power grid by grabbing his hook and tossing it to the floor edge and tying the end rope to nearby column. The team then uses the rope to safely traverse the dangerous energy grid. As the team makes their way across, the rope begins to break but not before LJ, Rick and Lothar make it. Mandrake on the other hand is left when the rope snaps and he seemly falls over the edge, but manages to maintain his grip. Just as the torn ropes edge comes into contact with the power grid, and lights afire, the team pulls Mandrake to safety.

Back at the main computer hub, Jedda reiterates to the team that Ming has total control of Dynak X. Mandrake, again using his mental abilities attempts to intervene. We then get a glimpse of a human Dale Arden/Dynak X who pleads with Mandrake for help but is then overtaken by the maggot virus. When Jedda wonders aloud what Ming might want with the computer, Lothar responds by telling her that Ming knows he could control the Defenders through her. Rick, however, sees the larger plan and tells everyone that by controlling Dynak X, Ming has access to an endless amount of data. Rick complains that he needs to be inside the machine in order to stop the takeover. At that moment LJ jumps into remind Rick of his recent invention the Micronizer and Jedda (and by default Kisa), joins them to attempt a rescue. Before shrinking them down, Mandrake reminds them of their one hour time limit and, for good measure, tells them they will be crushed if they are still inside the computer return to normal size. Having shrunk down atop an animated RCA CED and inserted into the computer, the human-threeo admire the internal structure computer calling it beautiful. LJ ponders how they’ll find the maggot in the system, but Jedda warns that the maggot will most-likely find them first. Little do they know that they are both being watched by Ming and that the computer’s own inherent defense system will attempt to destroy them. Before they know it, Kisa senses danger and the group find another threeo of Dynak X’s internal monitoring system, however Rick, their inventor is prepared and hurls debugger at them to shut them down. LJ doesn’t appear to be worried, but just then energy short circuit chains begin to form around them from the wall.

As the 3 are paralyzed within the energy chains, Rick realizes that the circuit breaker they need is nearby, however they are too far away for that knowledge to be useful. Jedda, using her telepathy, tells Kisa what they need her to do and sends her on her way to take care of business. Kisa disables the energy chains the four are able to make their way to the computer core and find the maggot. Stopping to admire himself in a reflection, LJ is attacked by the maggot who then turns its attention to the group. Coming to a chasm within the computer, Jedda whips out a rope, attaches it to hanging crystal and uses it to swing safely across. The pursuing maggot easily leaps across the chasm and continues its pursuit. Rick fumbles and drops to the ground, but before being overtaken by the maggot, Kisa jumps to his rescue by distracting the maggot. The maggot quickly gets rid of her and continues to chase the kids to the computer core. Sliding down a floor opening, Rick is separated from the group and comes face to face with a vision of his mother.

However, we discover that its actually Ming who has created an illusion, hoping that Rick will smash the information crystal himself, thus freeing the defense information from the computer for Ming. At first, Rick pulls a pillar from the computer floor and seems to be ready to assist the illusion, however Mandrake has been monitoring progress telepathically and warns Rick both of the deception and the fact that he has only a short time left to save the computer. As the 3 reunite, the maggot crashes the computer core, thus freeing the information to be retrieved by Ming, and continues its pursuit of the kids. In their flight, Rick is angry thinking that they have lost their chance to save Dynak X and decides to turn and fight. All at once. Kisa shows back up and LJ and Jedda join in the fight with randomly available stun batons (inside the computer housing). The foursome keep up their attack and before you know it, the maggot is overwhelmed and “melts” away. Immediately, Dynak X returns to herself and tells the kids they need to leave as their out of time. Out of the computer and back to normal size, everyone celebrates the victory. 


We then shift to the Phantom and Flash getting the location of the MIng’s power source from Lothar and the two swoop in for the attack. 

Still in his ship, though he’s disappointed about loosing control of Dynak X, Ming is celebrating his retrieval of the defense information. Just then, Octon interjects to tell Ming that the Phantom and Flash are on the attack and Ming responds with a command to release more robo-ships. Outgunned but not outclassed the Phantom and Flash easily destroy their attacking foes with the introduction of their new weapon, the sword ship (product placement). Ming attempts to throw up a shield around the island base, the but the sword ship cuts right through it and the building explodes forcing Ming to retreat. Flash enquires about Dynak X and she is able to respond that all is well. Flash promises that nothing will happen to her again and she reciprocates the promise.

The End

• First official reference/appearance of the Flash Swordship 

• This is the first time we see Ming's men of frost with their odd "disguises" (masks with blonder hair and blue skin)

• In this episode we see the scene from the introduction sequence where Lothar catches Mandrake from a fraying rope

• This story is one of the most clichêd in animation; the heroes must shrink themselves down and enter a computer in order to stop an enemy

• Animation Goof: 

• When Malenchek is talking to Lothar, from the view screen, Lothar looks like a literal conehead (link)