Dr Zarkov's predictions come true as a beam of light hits the Earth, Ming and Azura plot to destroy the Earth and Flash Gordon travels to Mars.

The rocket ship suffers damage from the nitron lamp and is forced to land. Ming recognises a piece of debris and convinces Azura that the party from Earth must be stopped.

The Clay People capture Flash and his companions and Flash poses as a Martian pilot to trick Azura into revealing her secrets.

Ming realises the futility of continuing his assault and Flash's intention of freeing the Clay People is misinterpreted, and he must fight for his life.

Flash manages to bail out of the Stratosled just in time. Flash and Zarkov sneak into the caves inside the Valley of Destruction to find Dale and Happy.

Dr Zarkov saves Flash from the rushing Stratosled and Flash seeks the support of the Tree People in the war against Ming and Azura.