We’re at Ice Station Earth, Octon is giving Ming the obligatory exposition dump about the alien warhead from the last episode still being in the hands of the Defenders along with the fact that the battle simulation override didn’t exactly go as planned. If nothing else, Ming is amused because, he argues he’s made a pretty important discovery. With that we’re introduced to the “Star of Mongo,” a crystal with a unique molecular structure. Ming has now incorporated this crystal into the override device and plans to use it to create REAL warriors from Kshin’s mind which has a duel advantage; help get the doomsday device back and destroying the Defenders. When Octon asks, respectfully, how Ming plans to get ahold of Kshin, Ming responds that he’ll use Kshin’s love for Zuffy (the space alien) and lure him into a trap. Ming then orders Octon to have Garax find the Zuffoid, after all he has work to do and a planet to conquer. 

At Monitor, from the control center of the battle simulation room, Rick is asking the young Defenders if they’re ready for another one of Kshin’s mind simulations. LJ, Jedda and Zuffy (the space alien) agree. Apparently already having fixed the simulator) Kshin comments to his best buddy that this one’s for him. The simulation starts and the trio find themselves in a throne room. Our furry alien friend jumps onto the throne and is clearly happy to be there. Both LJ and Jedda are turned into loyal servants and playfully bow to their new master. From the control room, Rick comments to Kshin how much the great purple one is enjoying himself, but Kshin laughs it off saying he hasn’t seen anything yet. Focusing his attention even more, Kshin imagines a cake for his friend, but upon eating it, the system malfunctions and the simulation stops. Kshin is clearly annoyed and Rick promises that he’ll work to fix it…after school. The remaining trio comeback into the control room and Jedda comments to Kshin that there is one unhappy small alien creature in their midst, but the little purple fur ball relents and everyone has a good laugh.

Later on, the Defender kids are at school and so too is Zuffy (the space alien). Kshin tells the extraterrestrial imp that he’s not allowed to go to school, but not to worry because the two will be reunited later. As the zuffoid begins walking down the street, he approaches an alley and conveniently catches a glimpse of a (ready for it) FEMALE zuffoid. We quickly figure out that this particular alien is being controlled by Ming who is monitoring the exchange. As the horny alien is following the fake tail farther into the alley he is immediately scooped up by Garax. 

We time jump to Kshin’s return from school and he’s looking for his wing thing. With no luck, Kshin tells Rick (who’s clearly too busy to be disturbed) that’s he’s going into Central City to find his good ole Pal-aroo. 

From Central City, Kshin still can’t locate his space alien pal and wonders aloud where he might be. Kshin has an “a-ha” moment (a good idea, not the band); when he catches a glimpse of that tired and true 80’s staple; the arcade. Kshin reasons that his alien compatriot might be there because he loves the game “Space Conquerors.” Kshin runs into some friends who are obviously playing Galaga and asks if they have seen any familiar friendly aliens. Both answer in the negative, but Kshin sees the deluxe model of the Space Conquerors arcade game and wants to look for his missing friend there. Upon entering, Ming greets Kshin from the video screen and Kshin is clearly confused.TEXT 4:08 Later, its a dark and stormy night and Kshin is waiting in the rain. One of Ming’s scout ships lands and Garax appears and pulls Kshin into the cockpit and the two fly off.

At Ice Station Earth, Garax presents Kshin and Ming turns from this throne to reveal he and Zuffy (the space alien) have been hanging out. Then, a mechanical door in the floor opens, with a tunnel falling from the ceiling sending a blast of arctic air rising into the void. Ming comments that he knows zuffoids hate the cold before he holds the alien in the vacuum. The little scrapper takes a chuck out of Ming’s finger, who promptly lets him go. Swept into the vacuum, we watch as the zuffoid ultimately lands out in the artic snow. Unbothered, Ming orders Octon to hook Kshin to the override device. Futilely, Kshin tries to make an escape, but Octon simply snatches him up with his octo-arms and is forced into the device chair. With the helmet in place and the battle simulator in view, Ming is excited to put Kshin’s imagination to good use. Ming commands Octon to turn on the override device and locate Kshin’s worst fighters that he can find. Ming explains to Kshin what he wants and from the view screen, we see the battle simulator turn on and shapes begin to take form.

From out of the battle simulator comes 6 imposing new characters.

At Monitor, Dynak X informs the Defenders that the deactivation sequence for the Doomsday warhead is almost complete. LJ enters and asks if anyone has seen Kshin. Rick mentions that he was going into Central City. Flash wants everyone to take a break as he is no longer worried that Ming will get ahold of the warhead. Suddenly, Jedda hears laughter and the group turns to find the newly created anti-Defenders atop the warhead. Radiarm introduces his group and informs the Defenders that they have been created for Ming from Kshin’s imagination. Mandrake is furious at the idea that Ming is holding his adopted son prisoner. Radiarm claims that the warhead is now the property of Ming, but Flash is quick to tell him that they’ll have to go through him to get it. Radiarm is not worried and confronts his enemy with Flash pivoting to tell Rick and Jedda to protect the warhead. Following orders, the two position themselves around the device, but they’re confronted by their doppelgängers. When Jedda attempts to use debris from a nearby materials-mover, Jammer Head sends out a hypnotic pulse which forces Jedda to turn the debris on herself. Luckily, Rick is there to quickly move her to safety. In the melee, Bi-Ninga moves to intercept the warhead and when confronted by LJ and Lothar, makes quick work of the both of them. Flash continues to  tussle with Radiarm and Mandrake with Zalzar. At one point, Flash calls for the group to follow him and they end up at the base of the warhead. Flash instructs the group to tip the warhead causing an an energy feedback discharge, bringing down some of the ceiling and equipment around the room thus blocking the escape route the Defenders are using.

Having regrouped at the control room, the Defenders discover that the mind warriors have taken the warhead and Flash worries aloud that perhaps this time, they may have been defeated.

Back at Ice Station Earth, Ming is crediting Radiarm for the success of their mission. Ming also gives credit to Octon for manipulating Kshin through the override device. Ming then commands Octon to prepare his throne room for departure to his secret asteroid base. Kshin wants to know the location of his alien pal, but Octon simply tells him that’s unimportant. 

Outside of Ice Station Earth, we see Zuffy (the space alien) making his way through the frozen landscape only to be grabbed by a large hand from destination unknown.

From inside Ice Station Earth, Ming, once again, reminds us of his plan to take over the Earth using the Doomsday warhead. He then launches his throne room into space en route to the asteroid base.

Back at Monitor, Dynak X sounds the alarm that the mind warriors have returned and are inside the base. Flash wants to raise the defense shields, however Dynak X tells him that the mind warriors have already destroyed them. Entering the control room, Radiarm and the mind warriors attack, forcing the Defenders to fall back to their launch bay. The Defender kids load up into a rocket ship with Flash telling them they they need to find and rescue Kshin, as he is the key to defeating the mind warriors. Rick pleads with his father to let him stay to help, but Flash tells him that they’ll be able to handle what the mind warriors throw at them. As they’re taking off, Rick tells his father to be careful. Just then the mind warriors burst into the launch bay, ready for the attack.

The mind warriors note the escape of the Defender kids from the base, but Bi-Ninja is not worried because the warhead is already in Ming’s hands at the asteroid base and focuses attention to destroying the Defenders. The Phantom attempts to take out Jammer Head, but to little effect. Lothar spares with Bi-Ninja, Flash with Radiarm and Mandrake with the Neutron Man. 

Meanwhile, from their rocket ship, the Defender kids are attempting to locate Ice Station Earth. Rick tells the group he’s tracking a power surge that’s north of their current location. The group lands and their ship converts into a boring machine that makes its way into a nearby snow mound and down into caverns below. Garax, from his observation post is monitoring their progress, he’s not worried, though, because he’s convinced the kids will get lost in a maze of ice tunnels. Sure enough, a little while later, the kids are out of their ship and completely lost. Grabbing some handy laser pistols, they begin to make their way through the tunnels on foot. No sooner when they start, they are confronted by a large unknown alien who shoots them with a with an energy blast that encases the group in ice.

From Monitor, the adult Defenders are working to barricade their control room. Thanks to Phantom, Flash has an idea to trick the mind warriors into thinking they’ve defeated their adversaries. Flash commands Dynak X to help the mind warriors think they’ve killed the Defenders. From outside the control room, the mind warriors blast their way in to the control room and, one by one, take out each of their enemies. Convinced they’ve succeeded, the mind warriors leave to tell Ming of their supposed victory, while the bodies laying on the floor begin to disappear. Moments later, Dynak X tells the team the mind warriors are gone and the real team emerges from a hidden floor compartment. Lothar is quick to give Flash credit for the ruse, but Flash ropes in Dynak X and Mandrake for using both holograms and illusions. Flash then tells Dynak X to track the mind warriors ship as it returns to Ming’s asteroid base so they’ll be able to determine its location.

In an ice cave in the arctic, the Defender kids are reunited with Zuffy (the space alien) and meet Ubor who tells the group he’s a rebel from Mongo. Noting the visual similarities between the two aliens, Jedda asks if Ubor is also a Zuffoid. Ubor says his people evolved from Zuffoids millions of years ago, but when Ming conquered their land, he is now the last of his kind. Jedda asks Ubor if he knows Kshin’s location and the alien answers in the affirmative and tells the group to follow him. Ubor points out a tunnel and tells the group it will lead directly to Ming’s throne room. As it turns out, the kids make their way into the battle override room and are immediately confronted by an Octon-controlled Kshin. Octon instantly calls on the mind warriors to form and begins to attack the kids. Jedda manages to evade Jammer Head and makes her way to Kshin, imploring him to help them. Octon responds that Kshin serves Ming, but Rick isn’t buying it and reminds Kshin that he’s a Defender. As Jedda continues to encourage him, Kshin begins to find the strength to resist Octon’s control and makes the mind warriors in the room disappear (much to the delight of his teammates). Octon demands the return of the mind warriors, but Rick pulls out his laser gun, fires towards the tentacle arms still holding Kshin and physically frees his teammate. The reunited quartet then make their escape.

At Monitor, all the Defenders have now reunited and Mandrake is particularly glad that his adopted son is safe. Flash warns everyone that they still need to deal with the threat of the warhead, but Kshin is quick to posit that with the override device, perhaps he can project his imagination onto the Defenders making them as strong as their counterparts were. Dynak X is quick to point out how dangerous that would be, but Flash relays its their only option. 

With the override device connected to the battle simulatior and Flash connected in as well, Kshin worries if his creations will be strong enough. Flash is prepared with a “go get ‘em” speech that is all Kshin needs to hear and the device is powered on. Kshin notes that because Radiarm was the master of all weapons, he will imagine Flash as the “deflector” off all weapons.  Flash begins to glow and tells everyone he feels invincible. As their ship flies closer to the asteroid base, Kshin uses his mind to teleport everyone inside the base.

From his throne room, Ming is giving his usual plot relay speech to make sure everyone is on the same page. Suddenly the Defenders appear and Ming instantly recognizes that they’re using his override device to make themselves stronger. Radiarm confronts Flash, but he’s not worried as he will be able to resist any weapon the evil mind warrior throws at him. Radiarm fires, but his onslaught backfires against this new version of Flash and is instantly destroyed. Mandrake dispatches Zalzar, LJ and Lothar take out Bi-Ninja. Jedda makes short work of Jammer Head, Rick easily takes care of Neutron Man and the Phantom body slams Ripper back to his component parts. Ming tells the team that although they’ve defeated the mind warriors, their too late to stop the Doomsday warhead and begins its launch from the base. As the warhead makes it way, Flash tells the team they’ve got one last mission for their new super powers and teleports away. At once, Ming launches his throne room to leave the asteroid base. The Defenders have now teleported to the outside of the warhead. Rick pulls open the control door and makes quick work of the navigation system, turning the warhead back on the asteroid base and the two are destroyed. From the throne room, Ming does’t appear to be upset because, hey, the Defenders are now really dead, so all is right with the world. Garax is quick to jump in that he’s picking up on an outside signal. From Ming’s navigation monitor, he see the Defenders on their ship and is pissed their still alive. Flash tells him that Kshin managed to save the day because of his own override device (which Kshin jumps in to say is now destroyed). As a last screw you, Flash tells Ming that they’ll always be around when Ming doesn’t “mind” his own business. 

The End. 

• This episode is a sequel to "The Mind Warriors” as part two would make very little sense without context from part one

• The sound of Radian's laser guns can be heard famously as Megatron's fusion cannon in the Transformers cartoon.

• In this episode the design of the Doomsday warhead is different to the one that appeared in part one