In the vastness of outer space, we’re taken to a distant asteroid field. As we zoom in closer, we observe artillery cannons from a base taking out asteroid after asteroid. We learn that the base is in fact a prison. And within the prison walls a robot conductor is delivering food to an inmate. The inmate however is not interested in eating, in fact he’s not interested in being in the facility at all. He swats away the delivered tray and threatens that they will pay very soon. Elsewhere in the prison, Lilith tells her two siblings, Mara and Ra that she senses that Dark (our unknown inmate) is up to something. Ra suggests Lilith pull the plan from Darks mind, but in order to do that the three will need to psychically link together. Mara however is not interested as she no longer wishes to be a psychic warrior. Older sister doesn’t want to hear it and despite protest from the younger sibling, the three link up. From across the cell block, Dark jumps to his feet with his hands to head lashing about and crying to keep out of his mind. Lashing out psychically, Dark manages to break the link.

From Ice Station Earth, Garax formally identifies Damion Dark and tells his robot forces that Dark needs to be freed from the prison at all costs. 

Back in space, Ming’s robot-ships begin to attack the prison. From the prison control center, Warden Taylor orders the alarm to sound and have the asteroid cannons fire on the attacking ships. However, when that proves ineffective, he orders out for help. From inside the cell block, Dark comments that Ming’s forces have finally come and we watch as Garax and his ice robots blow a hole through the prison walls. Garax commands the robots to find Dark, but is met with immediate resistance from the prisons own guard robots. A fierce battle ensues, but the guard robots are no match for Ming’s forces. With the prison walls breached, Dark is free to escape and links up with Garax. From one of the prison cells, Lilith calls out for Dark to allow the three to accompany him. Mara is not having that, but her sister is not interested in hearing what she has to say. Dark recognizes that having psychic warriors on his side could be very useful, orders Garax to free them and the group make their escape. Warden Taylor’s SOS is seen by Flash who is conveniently flying his ship nearby and answers the distress call.

From Garax’s escaping ship, he observes that Flash is moving to intercept him and sends his robo-fighters to attack.

From the cockpit of his ship, Dynak X warns Flash of the approaching fighters. As Flash engages the fighters head-on, his ship is struck and he begins spinning out of control heading straight towards an asteroid.

At that same moment, Mandrake awakens calling out for his friend, but he’s thinks it was simply a nightmare. Mandrake goes to his bathroom and while looking in the mirror, his own face is replaced by that of Damion Dark. This is obviously unsettling for Mandrake as he stumbles back out of his bathroom, bumps into a nightstand and his cane falls to the ground. In an instant, the orb from the tip emits a light and Mandrake is confronted by Master Vandar. Vandar tells Mandrake that he wasn’t dreaming and that “the betrayer” has escaped. Mandrake comments that Dark must want the Orb of Konos again. Vandar agrees and warns Mandrake that he must reach the Amber Keep first or else. From a communication station in his room, Lothar call for Mandrake who first has to fix his hair before he can talk to anyone. Lothar informs Mandrake that Ming’s forces are attacking Altos prison and that Flash is on his way to engage them. Mandrake confirms in the affirmative, but tells Lothar that Flash must be stopped. 

From Garax’s ship, he observes that Flash is moving to intercept him. Flash manages to gain control of his ship and heads back to earth at the request of his friend. Garax orders his fleet back to Ice Station Earth.

Later, at Xanadu, Mandrake continues to counsel with Vandar and apologizes for warning Flash, but he wasn’t ready for his friend to die. Vandar reminds Mandrake that he cannot use his powers to alter destiny and the time has come from them to stop Damian Dark, otherwise the universe is in deep trouble. 

At Ice Station Earth, Dark (along with his three companions) thanks Ming for the escape. Ming is quick to fire back at Garax for brining more than just Dark to the base. Dark defends Garax and tells Ming that he ordered Garax to take the others along with him. Ming is not interested, but Dark explains that they’re psychic warriors from Regula and has the three demonstrate their powers by psychically taking control of the two ice robots that flank Ming’s throne, hoisting them into the air and ultimately destroying them. Ming appears to see their value, but still warns Dark that he is to follows Ming’s orders, to the letter. Ming takes out a crystal ring and throws it to Dark who instantly recognizes it as a “shadow key.” With the ring in hand, Dark tells Ming he can feel his power coming back to him. Ming asks for a demonstration of the crystal’s power and Dark is quick to comply. With outstretched hands, Dark’s ring emits a light and we get some background. With the three crystals reassembled, Ming would be immortal. Dark then asks to be taken to Rylos where he’ll find clues about the missing crystals’ locations. The two evil doers shake and agree to bargain together. 

At Monitor, Mandrake asks Flash and Rick to take him to Rylos. The Phantom and Jedda elect to stay behind and wait for Mandrake’s next move.

From space, Ming’s ship flys towards a distant planet. On the planet’s surface Garax is complaining that Rylos has nothing to offer. Dark however, tells him to not rely solely on his sensors and with his shadow key, opens a portal, revealing Amber Keep, Dark’s old home. Jumping into transports, Dark and his companions move quickly through the portal. 

From space, Mandrake along with Flash, Rick and Lothar are heading towards Rylos. Lothar also complains that there is nothing to see, but Mandrake uses his cane’s orb to open his own portal and telling his companions that they need to let the Shadow Lords know they’re coming. Mandrake further explains that they are at the Shadow Void, where good and evil are butt buddies. In a cave, Vandar stands atop an alter with followers gathered around him. Vandar tells the followers that Mandrake is on the way to claim the Vial of Knowledge. But before that can happen, Dark shows up with his psychic warriors and ice robots in tow. Using his shadow key, Dark vanishes the followers, makes a grab for the Vial and tells Vandar he’s now a prisoner.

From a tunnel outside the cave, Mandrake finds two robots who are trying to get through the locked door to the inner sanctum. With some magical mumbo jumbo, Mandrake open the door and immediately jumps out of the way of laser fire from the ice robots. Before long, the Defenders have their blasters and go all Desperado. The psychic warriors, however, step in and manage to take Rick’s guns from him and he immediately surrenders. Dark orders the Defenders call off their attack and Mandrake complies. When Dark quips that the next move is up to Mandrake, the magician gives Dark an ultimatum; release Rick, give up the Vial and Dark will get to leave, no strings attached. Dark however, blows him off and takes Rick, along with Vandar to the transports. Rick isn’t having it though and he manages to break away from the ice robot transporting him and makes his escape. Dark calls out to a pursuing Garax to forget Rick, but before anyone knows what’s going on, Mara jumps from the transport saying she wants no part of anything going on. Dark isn’t bothered, he knows how to deal with traitors. As the Defenders emerge from the cave, Rick (with Mara in tow) are making their way, but the transport ship quickly catches up with them and maneuvers to push them off a cliff. Flash is understandably upset at the likely death of his only son. 

The three Defenders watch helplessly as Rick and Mara fall, but Lothar steps in with his handy dandy rope and manages to lasso them to safety. Flash is glad to see his son is ok and Mara breaks down in tears, but Mandrake is there to let her know she is now among friends. 

Out in space, Ming ships is on its way to its destination. Vandar is held captive in an extraction chair with nodes attached to his head. Garax throws a switch and Vandar is compelled to reveal the Well of Essence.  From a monitor, Ming congratulates Dark and tells him that once he has the all the information, he needs to return to Ice Station Earth. Dark is all too agreeable and once the transmission has ceased, Octon tells Ming that Dark will betray him. Ming isn’t worried, though and conveys to Octon that the good doctor only thinks he’s going to betray Ming. 

Back on Rylos, Mandrake is lamenting the destruction of the Shadow Lords layer and Dark’s acquisition of the Vial of Knowledge. When Lothar enquires about its importance, Mandrake reiterates that the Vial contains the location of the three crystal orbs of Konos, the Vial can be opened in only one place and Vandar is the only one who knows that location. Mara posits that she can connect with her sister and see what she sees. Flash is glad to hear that and tells her to get right on it. Mara reaches out to see her sister, on a ship, from a place of ice and then we see Dark share out about the Well of Essence. Mandrake has his Eureka moment as he knows its location in the Antarctic. 

Ming’s ship arrives at what supposed to be Antartica, but looks more like a dessert mountain area. Dark tells them where to land and everyone jumps onto a transport. Vandar is telling Dark that there is still good in him and wants him to come back to the Shadow Lords. But Dark tells him that its too late, he’s good with being the bad guy. They arrive at a pyramid and Dark commands Garax to open it to in order to access  the Well. As Garax begins to do so, the environment around him begins to take umbrage with bolts of lightning and heavy winds cast about. Suddenly, a burst of energy emits from the pyramid peak. Meanwhile, Flash and the Defenders have arrived in what’s supposed to be Antarctica and are almost overtaken by the energy blast. 

Later, inside, Dark presents the Vial of Knowledge at the Well of Essence which erupts with apparitions. Once again, Vandar attempts to persuade Dark to abandon his plan, but Dark ignores him and continues with his ritual. A ghost appears before him and asks Dark what he wants. Dark replies that he wants the crystal orbs of Konos. The ghost tells Dark to remember and a vision of the universe appears. The Defenders arrive and Mandrake tells Mara to use her psychic powers and focus on the Vial of Knowledge. As Mara concentrates, the vial begins to move and the ghost disappears. Dark is both confused and angry as the Vial is given to Mandrake. Dark orders Garax to take out Mandrake and for the sake of the plot moving forward, actually manages to hit him this one time and Mandrake drops the Vial. Dark recovers it  and a big laser blast fight ensues. Lilith and Ra make a run for it, but Mara doesn’t want them to get away so she enlists the aid of Rick. From a corridor, when the two psychic’s try to use their powers to get to Rick’s blaster, he begins shooting and the ceiling collapses on top of the siblings. Rick and Mara continue down the corridor but Mara appears to get stuck. From the main room of the Well, Dark opens the Vial of Knowledge once more and the ghost tells him the crystals are located within three temples. But before he see those locations, Garax steps in, pushes him away and views the temples for himself. Dark recovers and is understandably upset with Garax and not having seen the locations for himself. Garax doesn’t care, because now Dark won’t be able to betray his master, Ming. Dark pivots to confront Mandrake, but Vandar steps in to distract him. Using power from his “shadow key,” Dark takes out Vandar and once again returns his attention to Mandrake. Suddenly, one of the walls implodes and Mara steps out to confront Dark. The two tussle and fall together into the Well of Essence. Mandrake is quick to grab the Vial of Knowledge and goes to Vandar. However, Vandar tells him his time has past and he dies, his body vanishes into nothing leaving only his clothes. As the building around them begins to fully collapse, the Defenders decide to make an escape. Rick want to know where Mara is, but Mandrake tells him they need to leave, pronto. The Defenders make it to their ships, Garax make it to his transporter and everyone is off. Meanwhile we see the destruction of the Well itself. From the ship, Rick questions Mandrake about Mara being gone, however Mandrake tells him that he thinks this isn’t the last time they’ll see her. 

Later, at Xanadu, Mandrake place the Vial of Knowledge on the fireplace mantle and says a goodbye to Vandar. Jedda asks if there’s anything they can do, but Mandrake is just glad to have all his friends close by. Wind pushes open one of the doors to the outside balcony and Mandrake tells everyone that he needs to say goodbye in his own way. Using the orb of power from his cane, Mandrake summons the visage of Vandar. This Vandar tells Mandrake that he must now be the Shadow Master and that he won’t be alone for long as one close to him will be joining him. Vandar then disappears and Mandrake is left alone.

Then, we’re taken to the scene of a waterfall where we observe Doctor Dark walking along the embankment. He turns and we see his maligned face and a maniacal grin. Doctor Damion Dark will return. 

The end. 

• Audio goof: when Rick surrenders to the psychic warriors, the visual is Flash calling out to his son, but the voice is clearly Lothar

• Although the title refers to the villain as Doctor Dark, he is mostly referred to as Damian Dark throughout the episode

• Doctor Damian Dark makes a return later in the series

• Surprisingly Mara, one of the psychic warriors, also returns later in the series as a shadow lord