Its a dark and stormy night, we see into a conservatory where a man in a lab coat hunkers over a bunsen burner with a vile of liquid that he refers to as a “super-plant food.” The man espouses the ability to feed the entire worlds population, however when he pours the liquid into a nearby bowl and attempts to pick it up, he haphazardly spills it on himself. Within moments, horrified, roots begin to sprout from his hands and feet. Instantly recognizing his concoction’s potential for destruction, he gestures to leave, however he is unable due to fatigue. 

We then transition to see the lab is being monitored by none other than Ming the Merciless who seems pleased with the outcome. Ming calls on Octon to have Dr. Whitestead and his daughter brought to him. 

Meanwhile, Flash Gordon is transporting a friend in his spaceship when they’re suddenly attacked by a squadron of Ming’s robo-ships. A daring dogfight ensues, with Flash gliding into a trench in the nearby moon. Using his surroundings to his advantage, Flash manages to destroy the attacking marauders. Flash becomes worried as this can only mean trouble somewhere else and makes a beeline for the earth.

We then cut to see a gaggle of Ming’s robot-ships descending on the mansion of Dr. Whitestead as his daughter approaches in her car. Upon entering the home, she immediately senses that something is wrong and attempts to locate her father in his lab. When she finds him, he appears to be hunched over, the roots from his hands and feet “attached” to the floor. Just then several ice robots break through the conservatory’s window-wall grab both the girl and the doctor and make their return to Ice Station.

Back at Monitor, we see Rick, LJ, Jedda and Kshin doing homework in the library. When Kshin voices irritation on having to work on his science project, Jedda jumps in to remind him of his responsibilities.

We then transport back to Ming’s ice station where his robots have successfully captured Dr. Whitestead and his daughter. Ming welcomes his guests and when the daughter demands to be let go, Ming informs her that his Inquisitor will change her mind. When the daughter protests, telling Ming she will say nothing, Ming clarifies about the role the inquisitor will play and turns on the machine in a burst of light. Within no time, the struggling young woman succumbs to the mind control apparatus and beingins to share the formula of the super-plant food. However, she comes to one main herb, loba (Low-bah), she tells ming that its a secret ingredient known only to the professor and his oldest friend, Mandrake the Magician. Ming tells the daughter that it will be her job to convince Mandrake to reveal the location of the secret herb or else. 

Back at Monitor we find Jedda chastising Rick for forgetting their high society function Blue Moon Swaray. LJ has to remind Rick that the party is being hosted by his father, Lothar, and Mandrake for the children. Later on that night, we’re taken to the Rulling Hills Country Clib (Members Oniy) where we’re treated to a fancy dinner party of ball gowns and tuxedos. LJ and Rick enter and Rick is immediately taken aback by Jedda as he fumbles to ask her to dance. We then see the doctors daughter enter the party and find out that Ming has implanted a video monitoring system in her tiara. The daughter approaches Mandrake and he instantly recognizes her as Bridget, his old friends daughter. Bridget tells Mandrake that her farther is on the balcony and must speak wth him immediately. As the two find themselves outside, we shift to a view of Ming observing events from the video feed and he reveals that he wants to put Mandrake in the Inquisitor to learn the location of the Loba.  Back on the balcony, Mandrake futilely calls for his friend. Just then a pair of ice robots drop in and spray the magician with a knockout gas. Although he attempts to fight it, Mandrake succumbs to the gas and falls to the ground and the robots move to carry him away.

As the robots attempt to steal away Mandrake, Lothar appears and makes quick work of them and attempts to revive his friend. Lothar repeatedly asks Bridget to get some water, but she’s as unresponsive to his requests as Mandrake. In the very next frame, a miraculously revived Mandrake tells Lothar that she is incapable of helping and Lothar, in a seeming burst of clarity, realizes that Ming must have something to do with it and Mandrake calls for the group to get together. 

We then find ourselves at Monitor where the group is focusing on breaking Bridget’s mind control. Jedda is wondering aloud why she should try to help, but Rick reminds her hat her telepathic abilities are probably strong enough to break Ming’s hold. Jedda focuses in and after several seconds, Bridget appears to come out of the mind control realizing she does not know where she is. 

Next the team has gathered in a conference room, as Lothar explains a plan to fool Ming into thinking that Bridget is still under his control and have her tel him to look for the Loba plant somewhere in Siberia, when in fact, the plant is located in Peru; Mandrake reveals that the Phantom is there standing guard. The final part of the plan is for both Mandrake and Lothar to infiltrate the ice station in order to retrieve Dr. Whitestead. Bridget thanks Mandrake and we then realize that her tiara is continuing to share video to Ming, thus informing him of the plan.

We then find the Phantom in the jungles of Peru when he takes a call from LJ. Immediately the call receives interference and the Phantom turns to see ice robots in a field cutting away the Loba plant. The Phantom immediately calls for the the strength of 10 tigers and attacks the robots making quick work of a few of them. However the remaining robots are able to take off with all of the Loba plants they need. 

We’re back at Ming’s ice station base where we see the men of frost mixing together a liquid in a large vat. One of the ice people tell Ming the concoction is ready and Ming wants to test it out. Ice robots bring in a prisoner and Ming douses him the ruby colored plant food. Immediately the prisoner begins to sprout routs out of his hand/arms and eventually his body. Ming is pleased and now plans to unleash this super plant food on the world.

Outside the ice station, Lothar and Mandrake intend to infiltrate the base by disguising themselves as Ming’s men of frost. They approach the entrance to the base and tell one of the guards Ming wants to see them and immediately the guard lets them in. In the very next sequence we see Ming turn his back to find a disguised Lothar and Mandrake attempting to rescue Dr. Whitestead, unfortunately Ming can see through their disguises. Ming commands his frost men to fire as the two Defenders duck for cover. Quickly recovering, Mandrake uses his powers to send fire at the attacking soldiers. Ming becomes enraged and tells them to not run as its simply an illusion of fire and not the real thing. Ming cries out that they will never be able to escape, but Mandrake warns him not to make promises he can’t keep, waves his hands in a flash of light, the three disappear and the base door opens behind them. 

We’re now back at Monitor where the Phantom is bemoaning his inability to have stopped the ice roots, but Flash waves it off telling his friend he did his best. Mandrake and Lothar then bring in the planted Dr. Whitestead and Bridget is glad to see him. Lothar mentions that they almost didn’t make it because Ming knew they were coming. Jedda points out that Ming also knew the location of the Loba plant. Rick interjects that means that Ming now has all he needs to replicate the super plant food formula and that’s bad news for the team; however Rick has a plan and it involves Dynak X, but its risky. The AI guesses that Rick is going to want her to “interface” with Octon. LJ jumps in to say that Octon’s compute power would fry Dynak X’s microprocessor, but she retorts that she’s willing to take the risk.

At Ming’s ice station, Octon verbalizes discomfort, but is uncertain about what is happening to it and it collapses. At Monitor, Dynak X tells the team she has interfaced with Octon, but that her presence has been detected. Rick pleads with her to disconnect with Octon announcing it’s internal security is now up to full capacity. Ming asks if Dynak X was ale to garner any information from it, but Octon assures his master that he was too fast for her. At Monitor however, Dynak X tells the team that she was too fast for Octon and that she copied the necessary information before the it knew what she was doing. Using the newly extracted data, Rick informs the team about Ming’s plan to blanket the planet with the plant super formula. Flash is quick to interject his own detailed plan to neutralize the threat.

In space, Flash is confidently flying his ship when Rick warns him that there are incoming  robo-ships. As Flash prepares to engage them, he gets a message from Dynak X that his on-board lasers have malfunctioned. The team from Monitor watch helplessly as the robo-ships deliver the plant formula to Earths atmosphere and Dynak X informs the team that within 3+ hours, the earth will be blanketed with the formula.

Back at Monitor, Flash begins to wonder aloud how Ming has managed to stay one step ahead of the team with both Jedda and Rick pointing out systemic conveniences that have benefited Ming. All of a sudden, Jedda develops a “spider-sense” and detects a “traitor” among them. This leads her to Bridget’s tiara and Jedda reveals the presence of the transmitter. Jedda is understandably upset, but Rick is quick to defend Bridget. Then, Dynak X interjects with her analysis of the situation and tells the team there is one way to neutralize the formula; with water. Rick seems to understand the intent and tells the team they need to add water to the atmosphere which will in turn dilute the formula rendering it inert. Mandrake inquires about “watering an entire planet” but Dyak X has a solution with a warning. Flash however see no other option as LJ helps him prepare Flash’s ship for the mission. LJ reminds Flash that the ion particles must be delivered  at just the right coordinates, otherwise the plan won’t work. As Flash makes his way to the necessary coordinates, he is bombarded by attacking robot-ships, but he still manages to release his load. As storm/rain clouds appear to form over the entire planet, the team celebrates their apparent success. However, Ming appears on their monitor and tells them to “take a closer loo k.” Alarmed,  the team watches images from all over the planet of people succumbing to the plant growth as the rain storms appear to have accelerated the grown of the plant formula with Ming clarifying the rain has INCREASED the formulas potency and arrogantly thanks the team for their efforts. Bummed, but not defeated, Mandrake takes a moment and recognizes two of Kshin’s science experiment plants are on the floor with one that appears to be fully grown and the other wilting. When he asks Kshin what is going on, Kshin tells him that the second plant was exposed to sonic frequencies from his tuning fork and that reduced the plant’s size. Rick immediately puts the information into Dynak X (by pulling a simple lever) and learns that a sonic frequency might do the trick. However the Phantom wonders how that would work across an entire planet. Collaborating together Kshin, Rick and LJ come up with a plan to use Flash’s ships to form a “massive tuning fork” that will deliver an electrical charge to the entire planet’s outer atmosphere. The plan is a go and the team all take to their ships. Jedda and Bridget are present on a ship together and Jedda is still suspicious of her.

Back at the ice station, Octon tells Ming of the team’s plan to attempt to neutralize the formula and Ming orders him to launch fighter ships. 

Before the Defenders can launch their sonic network, they are attacked by Ming’s fleet and the Defenders engage in a dogfight. During the battle, Jedda becomes incapacitated, causing Bridget to take the helm and take out several ships in her wake. As Jedda comes to, the two are now obviously simpatico. With Ming’s immediate fleet destroyed, the Defenders employ their sonic/electrical network pulse on the planet and return home. At Monitor, they watch as the plants begin to wither and  the population become themselves again. Mandrake reunites Dr. Whitestead and his daughter with the doctor pledging to continue his work for the good of the planet. Jedda apologizes to Bridget for her behavior, but Bridget blows it off telling Jedda that they are friends. Jedda tells the doctor that the Defenders will support his work and Kshin is proud of the A he received on his science project. 

The End. 

• Again, this episode is free of Zuffy (the space alien)

• This episode was approved as the sixth episode, but for some reason the animation design throughout this episode is completely different than the rest of the series; plays as "backdoor" pilot

• Lothar's design is the most notable change in this episode

• Ming's design is different as well; he appears to have blue skin

• Sound goof - When Lothar fights off the ice robots, the contact sound of his hitting the robots is clearly a stock sound of contact between two people, however when he tosses the robots over the balcony and they hit the ground, there is the unmistakable sound of breaking glass

• Animation/Continuity goof(s) - After Lothar fights off the ice robots and goes to help Mandrake, there appears to be a missing sequence as we go from one frame of Mandrake on the ground, unconscious to the very next sequence where he is standing (and Lothar has instantly figured out that that Ming is behind it). It happens again as a disguised Lothar and Mandrake infiltrate the ice station; one sequence their at the door, the very next they’re noticed by Ming as they're trying to make away with the doctor