Continued from last episode where Zarkov and Commander Richards are caught destroying the atmosphere of Neptune. Flash and Dale replace the machine that returns the breathable atmosphere to Neptune. Zydereen teleports Zarkov and Richards to Saturn where she starts drainng their knowledge and memories. Flash and Dale arrive but are too late to help their friend and Zydereen escapes.

Directed by Gunther von Fritsch
Starring Steve Holland, Irene Champlin, Joseph Nash

Cast
Steve Holland as Flash Gordon
Irene Champlin as Dale Arden
Joseph Nash as Dr. Hans Zarkov
Henry Beckman as Cmdr. Paul Richards