The story starts with Zandor knocked out by the Laser Lancers and the Herculoids coming to the rescue. Magoth and the Lancers send a new wave of attackers which the Herculoids repel, but it is a ploy to take Dorno and Tara hostage. With Gleep's help, they seal off the tunnel the Lancers used to sneak up and repel them once and for all. The princess Serena of the Sun People arrives on Amzot, being pursued by Darkon of the Faceless People. Darkon wants Serena so he can control her people. The Herculoids successfully drive him off, but not before he captures Tara. Zandor agrees to a trade but substitutes a berobed Gleep for Serena and they destroy Darkon's palace from the inside.