We’re out in space with a view of a planet in the distance. We shift our focus to a barren moon and a voice-over begins to tell the tale of a Galactic War being fought. Then, we have two groups at war with each other, one group of smaller ships attacking one large “glove.” From the voice-over, we learn that this battle took place 10 million years ago between the earth and the moon. The armada of smaller ships unleash a gaggle of “depth chargers” to the larger attacking ship and damage it so that it falls and crash lands on the earths surface. The voice-over continues and we are introduced to the Annihilator which comes out of the “glove” like a cocoon and begins an attack on the smaller dinosaurs that happen to notice it; the larger plant eating herbivores  apparently don’t give a shit as they just look on unamused. The Annihilator continues to attack the smaller dinosaur, but almost immediately steps into a lagoon and beings to sink, flailing its arms about and shooting laser beams to no avail. The voice-over continues. We now find ourselves in Mings thrown room in Ice Station Earth and he’s very excited that the Annihilator will soon be ready to do his bidding. When the alien attempts to curry favor with Ming, he is met with a cold response. The alien immediately begins to show fear as it was sure that Ming was going to spare its planet from destruction in favor of this information. Ming, however is having none of it. He kicks the alien from the thrown room attesting that its planet means nothing to him. At the alien’s departure, Ming expounds on the fact that he now intends to use this new information about the Annihilator to his advantage and destroy the Defenders of the Earth. 

We transition to a non-descriptive hallway and we see the Defenders children, including Kisa and Zuffy (the space alien), try to outrace an on-rush of water. Coming into a foyer, Jedda holds back and tells Kisa to get Kshin. We see spiked door hatches begin to close, but Kisa manages to get Kshin and by default Zuffy (the space alien) out of harms way, just as the doors close behind them. As the children push against the walls of their new prison, spikes begin to protrude over the entirety of the walls. LJ calls for Jedda to use her powers and before you know it, she is holding an amulet in front of her that she refers to as the “Pendant of Mystery.” The amulet begins to glow at Jedda’s incantation and bolts of energy begin to shower the room as the remaining children push against the walls. Then an explosion high above opens a hole into the wall, but not before Jedda collapses in apparent exhaustion. As Rick attempts to help, Kshin is concerned about Jedda’s condition, but LJ tells him that he’s the only one small enough to fit through the opening created by Jedda’s amulet. Kshin is obviously afraid, but Rick implores him to hurry. With assistance from LJ, both Kshin and Zuffy (the space alien) make the attempt to fit through the opening. Just as Kshin is about to make his way he is overcome with fear. Suddenly, a flash of bright light overtakes him and he falls back into the prison room. Then, the walls disappear and we find the kids are once again in the Defenders own “Danger Room.” Kshin is disappointed in himself because of his fear saying that a Defender never gets scared. Luckily, Jedda, Rick and LJ jump in to comfort their embarrassed friend. When Kshin is surprised to learn the others also know fear, Flash is there for a quick PSA about learning to recognize and learn from our fears. Just then, Dynak X chimes in to tell Flash of an urgent message from his friend Crone in the Altair system. From a view screen, Crone explains to his “oldest trusted friend” that his world is in peril without help. Flash is all about helping and immediately sets off to the planet. Rick tells his father to be careful, but Kshin has no worries, that’s Flash Gordon after all. Rick, however, tells Kshin that while his father may be a hero to everyone else, he is still his father. All of sudden, Dynak X tells the remaining kids that Ming has ice robots landing in ships in the Californian desert with equipment that will no doubt cause earthquakes in the region big enough to destroy the whole state. The kids are ready to take on the challenge, but Kshin and Zuffy (the space alien) are told they’re going to have to hang back along with Kisa who has been instructed to keep an eye on them. Later on, we hear Kshin’s inner monologue that eschews his not being able to tag along with the other Defenders because of his fear. Kshin laments aloud a desire for Mandrake to be there instead of in Paris.

So, next we find ourselves in Paris apparently at the same Opera House as the last episode. Its a packed house as Mandrake accepts the “Magician of the Year” award (for the 5th straight year) with Lothar watching from the wings. Out of nowhere, Mandrake is flanked by Callistro who claims that he is in fact the greatest magician. Unflustered, Mandrake asks Callistro how he intends to prove it with the later challenging a duel. Lothar is suspicious, Mandrake accepts and we learn that Ming, watching on a monitor from his thrown room, has his hands in this confrontation. 

Mandrake and Callistro are in the middle of their duel. Mandrake produces doves from his hands to the delight of the crowd, but Callistro has a trick up his sleeve as he pulls Mandrake’s hat from his head and doves appear, also.

In the California desert, the ice robots are testing their seismic equipment to explosive effect. Flying through the smoke and debris in their copters, the Defenders kids go on the immediate offensive and fire on the robots. Garax however has anticipated the attack and has an energy dome shield at the ready. The kids are forced to change tactics and fight it out on the ground. 

From the view screen in his thrown room, Ming watches and muses how all the pieces of his plan are coming together and looks forward to the awakening of the Annihilator below the surface.

At the magic duel, Callistro is basking in the adulation of the crowd and Mandrake is frustrated. Mandrake attempts to use his hypnosis, however things do not go according to plan.

A hypnotized Mandrake stumbles but refuses to admit defeat. In the stage wings, Lothar determines to find out what Callistro is up to.

We now shift our focus to the planet Altair as Flash arrives in his rocket ship, is warmly greeted by Crone and we’re introduced to his son Axrel (the alien who introduced Ming to the Annihilator) apparently seeing the error of his ways and ready to make a confession.

Back in the California desert, the Defenders kids are planning their attack. Jedda comments that they need one of Lothar’s tactical plans, but LJ jumps in to say, as his father’s son, he has the plan, but Jedda is not convinced.

At the magic duel, Mandrake continues to stumble through the confrontation and Callistro urges him to both accept defeat and give the moniker of the greatest magician to him. The ever stubborn Mandrake refuses and reveals that he has powers that he can call on that would dwarf anything that Callistro can do. Callistro is unimpressed and shifts the focus of his taunts to include Lothar and his safety. Mandrake has taken the bait; calls on the Ancient Powers of the Mystic Realm, in addition to the Crystal Orb of Konos (at the tip of his cane), focuses the power of the universe and sends it Callistro’s way. However, that has only played into Callistro’s hands as he reveals how that power plays in Ming’s ultimate plan. Callistro raising his own cane, redirects the power through the roof of the arena and funnels it to a waiting deflector dish. On stage, Lothar rushes to the aid of his friend, but Mandrake, still groggy from the influence of the hypnosis laments using his powers. We then watch as the focused energy flows from the deflector dish into the upper atmosphere to a waiting satellite which, once again, shifts the beam to the planet surface in the middle of a major city. Before you know it, the Annihilator has been reactivated and begins a rampage of destruction throughout the city. 

From the view screen at Monitor, Kshin and Zuffy (the space alien) hope the Defenders will be back soon as he is now very much afraid. Dynak X is quick to jump in and tell Kshin there is no time. A quick explanation of the situation along with a tactical break down of the giant robot, the AI computer tells Kshin that the monstrosity cannot be harmed from the outside, however there is a way to disable it from the inside. Kshin tells the computer that is something for Rick to do, but Dynak X informs him that only he is small enough to get inside from the heel of the giant. Kshin is every bit of not excited as you can get. 

From the thrown room on Ice Station Earth, Ming and Octon watch as the Annihilator continues on its path of destruction.

Just giving a heads up, Octon informs Ming that the Annihilator can be reprogrammed from within and Rick has the ability to do so. Ming is quick to clarify that is the reason he intends to keep Rick occupied in the desert.

From the desert, the ice robots continue their use of the seismic equipment which is causing the ground to shake. The Defenders kids recognizing the devastation it could cause continue to work towards a plan. Just then, Jedda gets a psychic message that Kshin is in danger. Sure enough, at the base of the rampaging Annihilator, Kshin also with Kisa and Zuffy (the space alien) are waiting for their moment to spring into action. Kshin is still terrified, but he gets a “Good Luck” from Zuffy (the space alien) that gives him the courage he needs. As part of the plan, Kisa and Zuffy (the space alien) are to distract the robot (by jumping up and down and running around its feet). A bewildered Kshin makes way to the robot’s heel and squeezes his way into the interior. The distraction has now moved on and so has the Annihilator taking out vehicles and buildings in its path. From the inside, Kshin works to both build on his courage and climb his way to the control center. Midway through the climb, Kshin takes a breather to check in on his friends Kisa and Zuffy (the space alien) to make sure they are A-Ok. After he gives them his thumbs up, Dynak X tells him that he has to keep going. Kshin agrees and now, it seems, he’s having some fun. 

We’re back at the theater and Callistro towering over Mandrake and giving the typical villainous speech with exposition about the recent events and a reminder of Ming’s plan with Lothar patiently standing there and listening. Finally, having had enough, Lothar pulls a pillar from the floor and hurls its towards Callistro, but to no effect as it disintegrates on impact with the energy beam. Callistro is basking the glory of his role in the plan by giving Lothar just enough of the information he needs to circumvent the current predicament. As Lothar takes leave of the stage, Callistro sticks around to continue his torment of Mandrake, who despite everything, still remains hopeful. Lothar has now moved to roof of the building, sees the tower with the defector dish and manages to push it over with his immense strength. As a result, the roof collapses in on itself and Lothar finds himself back on the stage to help in the recovery of his friend. Under the rubble from the roof a seemingly unconscious Callistro projects a holographic image of Ming who tells the duo Defenders that this is but a minor setback and that they are too late to save the world.

At the California desert, the Defenders kids are pinned down behind a rock wall as the ice robots continue to fire on them, limiting their options. Dynak X radios Rick to tell him about the existence of the Annihilator and the role he’ll need to play in stopping it. LJ reiterates that he’s got a plan and this time, Jedda’s completely on board. As Rick makes a run for it, Jedda asks LJ about his plan and LJ notes the location of the power switch for the energy dome. LJ tells Jedda that she will need to use her magic pendent to throw the switch and LJ will take care of the rest. Garax commands his troops to stop firing and power on the seismic equipment to full strength. At that point LJ beelines it for the power switch (with Garax seemingly surprised about the presence of the kids and commands his troops to start firing yet again). Too late though, they still shoot like Stormtroopers, and Jedda uses the focused energy from her pendent to throw the switch which seems to start the both the energy dome and the seismic equipment which focuses all that energy directly within the dome, thus destroying everyone under it and saving the entire state of California. Jedda expresses her admiration for LJ and his plan and the two are off, back to Monitor. From the rubble, we see Garax rise; he has survived the blast to fight another day. 

Back at Monitor, Rick is now at his work station and is trying to sooth a very upset Zuffy (the space alien). The Annihilator has now managed to find its way to their base and begins to fire on it. Inside the robot, Kshin has now made his way to the primary control panel. Inside Monitor, the remaining Defenders (sans Flash Gordon) are now present and accounted for and Rick is happy with any help he can get. Under the onslaught, Dynak X tells a flustered Rick that he has less than a minute before the base is completely destroyed. At that point, Kshin radios Rick for instructions. In less than a minute, Rick is able to determine that there are two buttons on the control panel that will either A) make the situation much much worse or B) solve all their problems; a red button and a blue button. Rick vocalizes the need from him to make the right choice. As the Annihilator blows a hole in the base wall, Rick is out of time and tells Kshin to press the blue button which does the trick and shuts the Annihilator down. 

From Ice Station Earth, Ming is beside himself and vows revenge against those pesky Defenders. 

Finally, at Monitor, all the Defenders have gathered and we learn that the rampaging monster actually didn’t hurt anyone and the city is already being rebuilt like new. We also learn the at the Annihilator has been removed from the planet and sent to Alatir to be used as defense against any future attacks from Ming. The Defenders kids commend Kshin for overcoming his fear, but Kshin blows them off saying he’ll never be afraid of anything ever again. At which point, Zuffy (the space alien) scares him back under a table. 

The End.

• The supervising story editor for this episode was Stan Lee

• The thematic use of red and blue as a plot device predates use in The Matrix by over a decade

• When Jedda orders Kisa to rescue a trapped Kshin, the animation appears to show Kisa carrying Kshin through the closing door

• When Callistro leaps onto the stage to challenge Mandrake, he appears to leap onto the podium, making him look very small

• To see some people drawn in the oddest fashion, look for one particular crowd panning shot as Mandrake and Callistro are dueling on stage