From Ice Station Earth, Ming is impatiently waiting for Octon to provide him with an update on the whereabouts of the frost satellite he was instructed to build. Octon responds saying the satellite will be completed soon. Ming explains the satellite will shroud the Earth in a veneer of frost and use that to enslave mankind. When Octon introduces the plan’s fatal flaw, the lack of a Starblue crystal to power the satellite, Ming flips the discussion to focus on Octon’s own plan to acquire one. Octon’s ahead of the game though and he posits that Mandrake will be presenting just such a crystal to the Central City Museum later that same day. Of course, Ming orders him to get right on it.

Meanwhile Mandrake is presenting his Starblue crystal to the museum with Lothar and the Defenders children in attendance. While the kids are impressed, apparently no one has noticed the two blue skinned patrons in sun visors sitting directly behind them. Mandrake continues with his presentation. Watching from his throne room, Ming is certain the crystal will soon be his. On cue, the two Men of Frost from the audience jump to their feet, pull off their masks and using focused energy bolts fired from their eyes, manage to get ahold of the crystal with everyone standing around to watch them. Lothar attempts to intervene, but is quickly taken out with one shot from a blaster. With the single man of frost fleeing, Rick isn’t having it and instructs the Defenders children to chase him down. Lothar is recovering from his blast and works to deal with the remaining frost man by hurling a large moon rock at him. All the while, the kids are continuing their pursuit with Mandrake finally joining them. As the frost man approaches his ship, Mandrake makes the illusion that forces the visual of three separate ships. With the man of frost making the wrong choice of which ship to board, he is overtaken by LJ and Rick who immediately cover his eyes with Jedda swooping in to grab back the crystal.

From his throne room, Ming watches the scene unfold and is pissed the frost man failed him…again. He orders Octon to find the other two crystals Mandrake spoke about earlier.

From Monitor, the team is discussing the possible motives for Ming wanting the crystal. Flash is frustrated because the frost men don’t talk. Mandrake points out that the veneer of frost allows for control of their minds; if there is a way to free them of that, they would have answers to their questions. Rick chimes in to say that he’s been working on a machine that will allow for the melting of the frost, but Flash questions if its safe. Rick assures him that it is and good ole dad gives him the go ahead. Later, with the two men inside a testing room, Rick throws the machines switch. After a few seconds, he switches it off and asks Jedda to open the outer door. Out stroll two completely recovered men with one of them being recognized they the Phantom as Elgar. Jedda runs to hug him and explains that the two were good friends back in Africa. Zuffy (the space alien) seems to be doing his own investigating at Elgar’s feet and appears satisfied. Elgar thanks everyone for releasing him and asks for forgiveness which Jedda is all to happy to grant. Rick is unimpressed by the show of affection and wants to speed things along. Mandrake is curious to the identity of the second former frost man and Phantom is also familiar with him introducing him as Zikry. Zuffy (the space alien) approaches him also, but its clear Zikry is not interested in entertaining him. Zikry explains that he was captured by Ming at the same time as Elgar. When Elgar offers to help the Defenders, Zikry’s face indicates he’s not down with that plan. 

Back at Ice Station Earth, Ming continues to hound Octon to find the other two crystals with Octon telling him he’s working on it.

From Monitor, Rick tells Dynak X that they have to find the other two crystals before Ming. The AI computer tells him she’s working on it. After several moments, she chimes in to say she’s located the second crystal showing them a map of Asia. The Phantom tells everyone he knows that location as the hidden city of Shing-Tal and then see the Phantom’s Skull Copter taking off. 

From Ice Station Earth, as Ming observes the departing copter, Octon delivers the bad news of the second crystal’s discovery by the Defenders own computer. Ming reiterates both his need for the crystal and his plan for its use. 

The Phantom lands at the hidden city of Shing-Tal and very soon after beginning his search finds the second crystal conveniently perched atop an altar in plain view of for anyone whose looking for it. But before he can retrieve it, he is confronted by a group of ice robots. Using fancy acrobatics, the Phantom manages to evade the pursuing robots laser fire. From an overhead ledge, the Phantom grabs a large block and takes out one of the robots, however their debris quickly rematerializes into brand new ice robots (that’s new). As the newly formed robots keep the Phantom busy, the remaining ice robot makes a break for the crystal. The Phantom leaps from the ledge onto a large overhead bell, cuts the rope and it falls directly on top of the ice robot. The remaining robots continue their assault to no effect, the Phantom grabs the crystal and swings out and away, back to his Skull Copter.

From Ice Station Earth, Ming is pissed…again that the ice robots failed and again, pesters Octon to find the third crystal. Octon however reassures Ming that the third crystal will be his, no problem. When Ming asks about its destination, Octon responds that is right under his feet. Ming is clearly thinking this is word play and is no mood, but Octon explains that the third crystal is buried deep in the ocean floor thus making it almost impossible to detect. 

At Monitor, Jedda is showing Elgar the “battle simulation” room. Elgar is impressed and tell her that Ming doesn’t have anything like it. Rick inserts himself into the conversation by telling Jedda her dad has the second crystal. She’s glad, but clearly isn’t picking up what Rick is putting down, so he tells her he needs to talk to her…alone. Elgar gets it and excuses himself. Rick starts peppering Jedda with questions about Elgar and his intentions, reminding her that he was a frost man. Jedda disagrees with Rick’s assessment and then throws it back on Rick that perhaps he might be a little jealous, but of course, he denies it. From another corridor, no one notices Zikry snooping around and entering one of the rooms. He finds a Defenders communicator and a few laser pistols. Using the communicator, Zikry contacts Ming identifying himself as a frost man. Zickry informs Ming that Elgar is a defector, but that he is still loyal. Ming is pleased and tells him to listen up. Elsewhere, LJ and Lothar are at the control console and LJ picks up a coded signal, from inside Monitor. Lothar immediately calls on Rick and Jedda to do a search and he’ll notify everyone else. Jedda is quick to accuse Rick of suspecting Elgar and Rick, for his part, hopes that he’s wrong. Walking down the corridor, Elgar overhears the conversation between Zikry & Ming and confronts his former colleague. Grabbing a laser pistol, Zikry basically tells him to mind his own business. Elgar argues that the Defenders freed them and gave them their trust, but Zikry disagrees and shoots Elgar. Jedda and Rick run in and ask Zikry about what just happened, he tells the two that it was Elgar who was messaging Ming and then attacked him; he was responding in self defense. Later, Elgar is on a med table inside a force field; when he wakes up, he’s confused about what happened. Jedda turns off the force field and asks him what happened.

Kshin along with Zuffy (the space alien) leaves, saying their going to keep an eye on Zikry. As it turns out, Zikry is in his own room when Ming calls on the stolen communicator to tell him to immediately destroy Dyak X. Zikry says “no problem.”

Still at Monitor, the hero’s are in the observation room gathered around DYnak X who informs them that Ming has the third crystal. The AI computer reiterates Ming’s plan, one more time, of using the crystal to power a satellite which will deliver a veneer of frost to the entire planet (did everyone get that). Flash says their out of time and that they’ll need to destroy the satellite itself from space. Rick asks the computer for the satellite’s orbital course. Elsewhere, Zikry is headed to destination unknown within Monitor still unknowingly pursued by Kshin and Zuffy (the space alien). Zikry makes his way into Dynak X’s control room and Kshin wonders aloud why he would want to do that.

From Ice Station Earth, Ming commands Octon to launch the satellite and again, reiterates his ultimate plan.

From Monitor, Rick recognizes the satellite’s launch and asks Dynak X for its launch trajectory. From inside Dynak X’s control room, Zikry is fiddling with the computer’s controls. From the Observation room, just as Dynak X is about to relay the requested information, the AI computer goes kaput and Rick is baffled. From the control room, Zikry has done his due diligence, but now he wants to finish the job; he pulls out a laser gun and takes aim, but Kshin steps in and warns him that he knows judo. Zikry underestimates his new opponent, approaches him, but Kshin is quick to take him out with a tried and true shoulder throw. Kshin is just as surprised as anyone and Zikry is down but not out. He jumps up and lunges at Kshin, who along with Zuffy (the space alien), makes a quick getaway. As Kshin runs away, he pulls out a communicator and calls for help. As Rick is working to repair Dyak X, he hears Kshin’s call, but Lothar tells him and Flash to keep working and grabs the rest of the team. In the meantime, Zikry apparently caught up with Kshin and has him underarm as he heads back to Dyak X’s control room. Again, Zikry’s ready to take of the computer once and for all, but Kshin takes a chunk out of his arm and drops him. In the observation room, Lothar tells Rick that Zikry cut off Dynak X’s main power supply. Everyone throws a bunch of switches, and all indicators indicate that power is on. However, before long, things start to indicate in the wrong direction when power lines start to overload and snap. Everyone is on high alert that this isn’t working, but Mandrake steps in, using his telekinesis to repair the damaged power line. All things are back to normal and Dynak X has been fully powered on. Rick continues his work to get the satellite’s location and when no one is seemingly paying attention, Zikry makes a break for it. Lothar is on it though as has no immediate plans to let Zikry get anywhere, but does communicate a plan to let Elgar go. 

In space we see the satellite following its course. The Defenders are moving to intercept from their Swordships. Flash puts his eyes on the satellite, but just as soon as he does, he sees a fleet of Ming’s robo-ships protecting its flank. Ming messages Flash and tells him, basically, its over. This only fires up Flash and he tells everyone to get at that satellite. From one of the ships, Elgar chimes in to say he’s up for it. Everyone chimes in to give him their support, including Rick who admits he might have been thinking with a different part of his body and not his head. Jedda is the first to engage with the robo-ships and is successful in destroying one, but in doing so, damages her own ship and beings to lose control. She’s quick to recover and Elgar is the next to demonstrate some fancy dogfighting skills. He’s also interrupted, but this times its Rick who swings in to save the day; these two are besties now. Rick and Elgar are moving in for the kill, but Flash tells them he can take care of the satellite, swoops in and destroys it. Great job everyone! 

At Monitor, Elgar is telling Jedda (with Rick nearby) that he’d like to stay but he misses his family and he wants to make sure Zikry gets a trial. Jedda gives him a quick peck on the cheek and Rick tells him he’s always welcome back at Monitor; the two don’t hug, but you can tell they want to. Elgar leaves and Rick comments to Jedda that he now understands why Elgar is so… special to her. Jedda responds in the affirmative, but tells Rick not as special as he is. Kshin is quick to jump in telling them both they’re mushy. Both are annoyed with their younger companion and he apologizes, but tells them its still true. 

The end. 

• Audio cue: when Mandrake makes the frost mans ship “disappear,” the sound effect used was the same as the laser blast from the Visitors laser guns in the V series

• New visual cue: this episode was the first time it was noted that animators gave Octon blinking eyes

• New visual cue: the ice robots debris quickly rematerializes into brand new ice robots

• Animation goof: when Flash preps to fire on the satellite, the color scheme for the Swordship pictured is Garax's (purple) when it should be Flash's (blue and red)

• It’s odd that in the beginning of this episode Mandrake, Lothar and the Defender kids don’t question the appearance of the Frost Men

• As Mandrake is showing off the crystal we see a shot from behind the audience; incorrectly the two men of frost, Elgar and Zikry, are colored as they appear later in the episode (blink and you’ll miss it)

• Look for the panning shot where Elgar is imprisoned by the Defenders; you can see the prison bars are incorrectly lined up, one appearing to go through his head (again, blink and you’ll miss it)