From outer space we see Flash Gordon's ship; he is teaching Kshin and Zuffy (the Space Alien) how to fly. Kshin is having a hard time understanding and learning all of the controls, so Flash is understandably annoyed. However, in defense of Kshin, Dynak X jumps in to say that she routinely handles all the controls of the ship anyway, so it shouldn't be a problem Suddenly, Dynak X warns of an oncoming object and to take evasive maneuvers Flash manages to avoid the object but is knocked unconscious in an example of instant karma. It’s is up to Kshin to fly the ship. 

From Monitor, Rick, LJ and Jedda are watching as the ship begins to barrel towards the surface of the moon. Rick is worried the remote antenna has been damaged and can't link up with the ship to offer assistance. From inside the rocket ship, Dynak X is working to instruct Kshin to avoid a crash. But Kshin is flustered as he attempts to take the helm, but their descent continues. Luckily, Flash wakes up just in the knick of time, takes control back and manages to avoid crashing into the moon’s surface. 

From Monitor Rick and the others are glad that the ship has avoided disaster. 

Getting his bearings back, Flash commands the kids to start figuring out where the flying object came from. Using Dynak X, learn that no only was the ship invisible, but based on its trajectory, its heading towards Earth; specifically Ice Station Earth. 

On the surface of the planet we see Ice Station Earth. The approaching ship becomes visible and we get a glimpse of two nondescript alien pilots. From the base, a massive door opens and the ships lands inside the station. From Ming’s throne room, a door opens and in comes a woman who appears to be escorting the two nondescript aliens. Ice robots guarding Ming begin to surround the newcomers, but they are instantly repelled by the woman who uses energy from a bracelet on her wrist. Unamused, Ming warns Princess Astra that she is there at his behest and such shows of power will not be tolerated. As Astra turns away from Ming, he raises his arms and the whole of the throne dome takes on the illusion of outer space. Ming then begins to tempt Astra with command of the universe if she will do one thing; help him defeat Flash and the Defenders. Astra has a more specific goal in mind, she tells Ming that the universe means nothing to her, she wants to avenge her mothers death and that means defeating Flash Gordon who was responsible for her death. Ming commands Garax to go to the Bandar village and acquire the blue clay along with a warning against failure.

At the Bandar village, the Defenders have gathered and Rick is very excited to see his Dad was able to make it. Jedda explains to all those attending that the Ceremony of the Blue Clay happens only once every millennium. The Phantom adds that the ceremony is a way to honor the tribes connection and commitment to nature. However, next we see Kshin and Zuffy (the space alien) in a tuft of tall bushes as they observe Garax and a group of ice robots exit their ship. Garax then commands the ice robots to seek out the clay. 

From the communicator, Dynak X warns the Defenders that a squadron of Ming’s ships have arrived and to take action. Lothar quickly gathers everyone together and has them swing across a lake. Just before he’s about to follow the others, Mandrake calls to Lothar to watch his back as ice robots are approaching him. At the last second, Lothar manages to avoid the ice robots, and swing across the lake to join the others. We watch the ice robots descend into the water.

From Ice Station Earth, Ming is watching from his observation screen along with Astra and is infuriated that the ice robots failed to meet their mark. Astra now seeing Flash for the first time declares that he must be stopped and teleports away much to Ming’s chagrin.

In the jungle, Garax approaches the lake, reaches down and takes the blue clay. We then shift focus to the Bandar village where the Defenders have gathered. Jedda articulates about an unseen evil presence and just then, Princess Astra arrives. Astra takes a moment to observe her surroundings and notices Jedda and comments about the power she doesn’t realize that she possesses. Astra then turns to confront Flash about the death of Queen Aura. Confused, Flash welcomes the Process, but she dismisses his salutation, tells him her intention to kill him and attempts to fire at him with her wrist bracelet. A quick thinking Mandrake however, tosses his cane that contains the “Orb of Power” and Flash is able to quickly deflect the blast. Astra acknowledges Mandrake and warns that she’ll deal with him later. Jedda instantly becomes concerned about Monitor and Astra tells them that Monitor will not be able to survive the onslaught of her clay soldiers and once again, teleports away. The Phantom tells everyone that he’ll stay behind in case Astra comes back and Flash worry’s aloud that they won’t make it back to Monitor in time. From a helicopter on the way back to Monitor, Flash wonders to Dynak X why Ming wants Astra to think that he was responsible for her the queen’s death. Dynak X responds by acknowledging Ming’s responsibility for the death. Inside the cockpit, next to, Kshin with Zuffy (the space alien) is manipulating a clay object wonders aloud what clay people are. Flash then explains the the Astra’s mother the Queen had the power to turn her enemies into mindless clay people with power to do almost anything. Dynak X jumps in to add that they can even walk through walls and that they are virtually impossible to stop; the perfect soldiers for Ming. 

Back at Ice Station Earth, Ming and Astra watch as Garax bring the blue clay. When Astra attempts to take it, Ming snatches it away and chastises her for confronting Flash. Astra tells Ming that no one tells her what to do. Ming is quick to remind her that Flash was responsible for her mother’s death and must be avenge it. Ming then hands the blue clay to Astra and tells her to preform her ritual to create the clay soldiers. Pouring the clay into a jar and using the power from her bracelet to mix the clay along with an incantation. Taking the jar from the table, Astra commands individuals be brought to her to complete the transformation. Ming claps his hands and men of frost bring in three villagers (presumably from Bandar). Ming commands her to turn them into clay people and Astra approaches them, and sprinkles them with dust and another incantation. The villagers scream in pain and appear to be instantly transformed into clay soldiers. At once, they ask Ming to command them and, in a demonstration of power, he asks them to walk though the walls and back again. Once accomplished, Astra tells Ming that with enoubth clay, she can turn everyone on earth into clay slaves. Ming articulates his desire to destroy both Monitor and the Defenders. He then turns his attention to possession of the clay, however when he asks Astra for it, her two alien guards are clearly not having that. Astra coyly tells Ming that the clay is clearly in safe hands. Ming turns and commands Garax to take more ice robots back to the Bandar village and get as much blue clay as possible (on and by the way, don’t fail). Astra joins in to say that she will accompany them so as to ensure success. 

Back at Monitor, Dynak X Warns the kids that Ming is sending another ship back to the Bandar village Jedda correctly assumes that they're after more of the blue clay. Rick radios the Phantom to give him a heads up and, in counsel with some of the villagers talks about a plan to fool Ming’s soldiers. 

From the village, we see the natives prepping by collecting bushes and logs and putting them into piles. The villagers also appear to be prepping the ground and pouring water. Later, when Garax arrives with Astra, the ice robots begin digging and collecting more clay. they are ambushed by the Bandar villagers. Garax commands his ice robots to destroy all the villagers who are trying to oppose them And we see more ice robots who are Incapacitated by both the Phantom and the Villagers. At one point, ice robots with laser guns Managed to capture at least three villagers. At first, Garax commands that they be frozen. However, Astra steps in to bargain for their release with the Phantom. When the Phantom capitulates, Astra attempts a double cross and tells the ice robots to freeze the villagers, but the Phantom fights back to give the villagers time to escape.

Back at Monitor, Flash is giving the Defenders an overview of the situation when Dynak X interrupts to display an incoming message from Astra. Claiming the time has come for her mother to be avenged, Astra shows images of Phantom in a prison cell. Once again, Flash tries to convince Astra that it was in fact Ming who killed his mother, but Astra continues to deny it, once again threatens the Phantom by saying he’ll be turned into a clay soldier and gives Flash 30 min to surrender. Flash jumps into a helicopter and tells the kids to stay behind to defend Monitor. Lothar and Mandrake however insist on going and when Flash attempts to protest, Mandrake tells him not to worry because he creates an illusion of invisibility. Later on at Monitor, the Defenders kids (including Zuffy (the space alien) are watching the helicopters flight from the view screen. Kshin grabs what he thinks is a stylus for the computer, but it’s actually one of Rick’s newest gadgets, a laser pen. Jedda tells everyone that they have to follow Flash and Rick and LJ are quick to agree with her. Rick tells Kshin that he needs to stay behind, but Jedda tells him that if clay soldiers were to attack, that Kshin and Zuffy (the space alien) would actually be safer with everyone together. Rick agrees and they all jump into another helicopter. 

In the arctic, Flash lands the helicopter at the base of an opening from Astra’s ship and she is waiting. Before exiting the copter, the invisible Mandrake tells Flash not to worry and to just do whatever he is told. Astra is elated to have Flash as her prisoner, but he demands that she first release the Phantom. Garax appears and tells them both that Flash is a prisoner of Ming. This does not sit well with Astra and she tells Garax to buzz off, but Garax is following orders. Astra says this will not go unpunished. 

From the flying copter, the Defenders kids observe the Astra’s ship taking off and determine it heading to Ice Station Earth. 

At Ice Station Earth, Astra confronts Ming, but he dismisses her and tells her to turn Flash into a clay soldier. When she attempts to use energy from her wrist band device on Ming, there is zero effect and once again, Ming commands her to follow his orders. Flash again tries to convince Astra that Ming is the real enemy, but to no avail. Reminding her of her mother death, Ming repeats his dead and this time, Astra begins the incantation. 

At the conclusion of the incantation, everyone is waiting for Flash’s transformation, but it never comes and he’s clearly as shocked as everyone else. Mandrake and Lothar appear with Mandrake hinting that the blue clay may not be what it appears to be. Astra turns her attack on Mandrake but he easily deflects it. Reuniting with his friends, the three-o work to make an escape. Outside Ice Station Earth, the Defenders kids are at a closed entrance trying to figure out how to get in. Rick decides it high time to use his hand-dandy laser pen which does the trick. We then see Flash Mandrake and Lothar continuing in their escape when Mandrake stops to say that he senses the Phantom nearby. At the cell, Mandrake makes quick work of the guard, but when Flash struggles to find the write door key, Lothar steps in to physically remove the door and the three become four. Later, we see the Defenders kids moving deeper into Ice Station Earth and almost confront some patrolling guards. Making a quick exit, Rick pulls out a holographic pen and creates the illusion of a wall, which the ice robots fall for. Next we see Ming command a group of clay soldiers to attack Monitor and destroy it. As the Defenders kids work their way through the station, Jedda senses her father’s presence and the entire group manages to unite. Back in the thrown room. Astra manages to get ahold of Flash with her bracelet device and Ming warns the Defenders that Flash’s life is in danger. Jedda steps in to demand Astra stop and appears to use her telekinesis. Astra tells her that while she has power, at this time anyway its not enough, but when she attempts to use energy from her wrist band device on Jedda, the beam ricochets and destroys the jar of clay. Ming attempts to intervene but is dealt with by the Phantom. Taken aback, Ming orders the men of frost to attack, but it doesn’t matter much as LJ and Lothar make quick work of them. When Jedda calls on the power of the Pendant of Mystery, she focuses a blast that takes out Astra’s energy bracelet and that has Zuffy (the space alien) retrieve it. Astra’s alien guards return and work to attack Jedda; Ming sensing things have gone south makes a quick exit. Now using the bracelet, Jedda takes care of both the alien guards and the remaining ice robots. Astra makes a break for the remaining bag of clay, but Flash intercepts her and once again pleads his case that it wasn’t him who killed her mother. Then with further help from Jedda, everyone makes the escape from the station. 

Back at Monitor, there is an audible alarm as the clay soldiers appear and approach Dynak X’s main terminal. The AI computer attempts to stop them, but with little effect. 

Back at Ice station Earth, from a computer screen, Ming is telling the team that the clay soldiers have taken over Monitor and they need to surrender. 

From Monitor we see Dynak X continue with attempts to stop the clay soldiers, but nothing seems to be working. 

At Ice Station Earth, as the Defenders continue their escape, Astra tells Flash for the final time that she will have her revenge on him. Jedda tells Flash that Astra’s hatred for him is too strong and that she will not be seeing the light anytime soon. Flash agrees and works to focus on the problems at hand which includes getting the hanger doors open. Whiteout a word Jedda uses the power from the bracelet and opens the them. 

As the Defenders are making their escape, Astra tells Ming that she has to retrieve her bracelet. 

Meanwhile, the clay soldiers are attacking Dynak X’s main terminal and working to dismantle it. 

Back on the Defenders helicopter, Dynak X warns about the clay solders and what they’re doing. Flash tells Jedda to use the power from the bracelet to stop the clay soldiers. But Jedda says that she can not only sense Astra’s ;power in trying to retrieve the bracelet, but that its all too much. Rick encourages Jedda to keep fighting with Mandrake chiming in to remind her what’s at stake. With focuses intent, Jedda uses the power from the bracelet to beat Astra at her attempt to regain control; this is turn negaters her power over the clay soldiers and they revert back to the human form. 

At the station, Astra accepts defeat, but vows aloud to destroy Flash and all the Defenders. 

The End. 

• Supervising story editor for this episode is Stan Lee

• Throughout this episode Princess Astra's ears vary; sometimes they are pointy, and sometimes they are very human in appearance

• In this episode we see the scene from the introduction sequence where the Phantom oddly marks Ming with a shot from his ring 

• We see a slight piece of inspired animé when Zuffy (the space alien) steals the bracelet from Princess Astra; he leaps into the air, zooming past the camera in a very traditional animé timed maneuver