Please don't contact me for information on obtaining a copy of this serial.  I can't help.

Screenplay by George H. Plympton, Basil Dickey and Barry Shipman
Directed by Ford Beebe and Ray Taylor

I have actually spoken with people who think this third FLASH GORDON serial is the best but to me it is the worst. For reasons known and discussed in other treatises, Universal replaced three of the original cast, Richard Alexander as Barin; Priscilla Lawson as Aura and Jean Rogers as Dale with three performers who certainly present different personas. (Jean Rogers, in any case, was under contract to Twentieth Century-Fox and unavailable.)  In addition, the actors who play Barin, Roka and Ronal, all with pencil thin Ronald Coleman mustaches, look almost identical to me--especially at first.

My main criticism of this third adventure, however, is the very dullness of its plot, and the way the new footage is padded with stock footage not only from the first FLASH GORDON serial, but also from the German silent film THE WHITE HELL OF PITZ PALU (1929) of mountain climbing and avalanches. In addition, every time a cunning plot twist is called for, it is always the same one, namely entering Ming's palace via the same badly guarded underground caves and exchanging clothes with Ming's guards, who luckily wear visored helmets, so our heroes can pass freely through Ming's corridors without being recognized. Still, you can find these kinds of plot inconsistencies in almost any serial you scrutinize closely.

The dialogue, which seemed charmingly naive in the two previous serials, is downright dumb in this one. We see Captain Torch releasing bombs, we see the bombs explode, yet Flash feels compelled to tell Dale, Barin and Roka, "They're trying to bomb us." It's hard to believe even 1940 audiences didn't laugh at this howler. Even the names of the science fictional devices are more generic this time around: disappearing screen, contrafreeze solution, fire chemical.

Liszt's LES PRELUDES dominates not only this serial's title, but several parts of it--including the title part--are also often heard throughout the episodes. These excerpts were probably quite effective when shown in the 1940 movie houses, but for some they may now have worn out their welcome. Other music sources come from a mix of many of the previous movie features from either or both of the first two serials--including BRIDE OF FRANKENSTEIN, THE INVISIBLE MAN and BOMBAY MAIL--and newly used features, including TOWER OF LONDON, SON OF FRANKENSTEIN and additional WHITE HELL OF PITZ PALU music excerpts. The latter are especially prominent during the Frigian episode.

Sadly, some of the slapdash postproduction of the first FLASH GORDON again is evident here in the occasional dubbing of what is meant to be the voice of one of the leads by someone who doesn't sound anything like him--though the first FLASH GORDON was the worst in that respect. Even within the same episode identical footage is shown of underground caverns for both the Rock Men and the caves beneath Ming's palace. The stunt men replacing Buster Crabbe and the other actors are too obvious in too many sequences. These issues seemed less prominent in the TRIP TO MARS serial.

Another drawback here is that Ming is less dominant as a screen presence. Even during his screen time, the writers give him less to do than previously. He does appear more calm, rational, and in control--not having to cowtow to any superior of Queen Azura's ilk. But he also doesn't have the "lesser" villain-turned-good as King Vultan portrayed in the first serial.

Finally, the Rock People are not as menacing as the Clay People from the previous serial, nor do they or the Frigians have anything much to do with the plot. For a change, Flash spends more time unconscious than Dale, who gets to flounce and pout much more than previously, while occasionally screaming as usual--as well as getting into several fights with Sonja. Sonja otherwise has the strong female role in this plot, once pretending to come on to Flash ("We'll rule together"), in order to get the best of him.  Flash, in his wisdom, sees right through it, of course.

Buster Crabbe, in an interview in FILMFAX #79, also was critical of this last FLASH GORDON serial: "I didn't like the final FLASH GORDON serial. We used a lot of scenes that we'd done before, the uniforms were the same, the scenery was the same. Universal had a library full of old clips: Flash running from here to there, Ming going from one palace to another, exterior shots of flying rocket ships and milling crowds. It saved a lot of production time, but I thought it was a poor product that was nothing more than a doctored-up script from earlier days." Crabbe also regretted the many cast changes: "Flash didn't seem much like Flash anymore, surrounded by strangers, cheated out of original scenes, and deviating from Alex Raymond's original concepts. Being a perfectionist, I regretted that we couldn't remain true to either the creator's intentions or the prototype series that had been so successful. I guess my instincts were borne out, because that was the last FLASH GORDON movie made, not what Universal would call successful at the box office."

I do find the opening recap of the previous chapter to be enjoyable. It is this serial's slanted text crawl that George Lucas copied for STAR WARS. However, I prefer the "spaceograph" comic strip recap from my favorite, FLASH GORDON'S TRIP TO MARS.

One thing strikes me seeing this serial in 1997:  the principle of "topping yourself" - of trying to meet audience's rising expectations - did not seem to operate, because it's clear no attempt has been made to include bigger and better stunts and effects.  If this particular serial wasn't such an all around poor effort, I could almost admire Universal for that because it is my belief this is what is ruining films today: more stunts, more car crashes, more money in the budget for razzle dazzle, but less content, less to chew on and think about.

As with the previous FLASH GORDON serials, this one gets off to a fast start and has non-stop action. Via a voice over, we learn a fatal plague has been ravaging the Earth. It leaves "only" a purple spot on the forehead of its victims. Flash's father reappears in this one (this time played by John Hamilton, who became much more famous as editor Perry White in the ADVENTURES OF SUPERMAN TV series of the '50s), announcing--to the "citizens of the world"--from a balcony and over a "big" PA system the current state of the disaster.  They receive a report from Dr. Zarkov, flying "above" the Earth with Flash and Dale in his rocketship (which has returned, in appearance, from the first serial), which "Professor" Gordon relays to all, over his big PA. He announces that he's just talked to his "son" Flash Gordon, who has told him that source of the plague is "electrified dust" which is being dropped out of a ship Zarkov instantly recognizes as a Ming ship from Mongo. The professor adds that Zarkov's rocketship crew expects to "get results immediately." (??)

The Mongo rocketship and Zarkov's craft engage in a brief battle.  Flash sends Zarkov's ship into a dive to fool the other vessel, which then sets course for Mongo. Zarkov's ship follows discreetly behind. Flash and company have decided to go (back) to Mongo to solicit the help of Prince Barin. He now lives in Arboria with Princess Aura, now his wife, and quite domesticated when compared with the scheming, lustful ingenue we knew from the 1936 serial. Though we last saw him and left him as the ersatz "ruler" of the Forest People on Mars--when he was bigger and balder.

Through dialogue used as a voice over (this seems surprisingly contemporary compared to the diagonal wipes and other old fashioned editing techniques), we learn that Barin's Arboria is an idyllic forest kingdom (just what you'd expect from that name). Barin and his people are dressed in Robin Hood fashion.  Flash dons the local Ruritanian uniform (not one he will wear for long) and learns he is just in time for a banquet to be held for Queen Fria of Frigia (just what you'd expect from that name and, as you'll see, location), another of Ming's enemies.

At the banquet Flash is presented to Fria and her aide and counselor, Count Korro, while Dale looks on jealously.  Dale and Zarkov are not introduced.  In addition, Flash's party is not shown to have a reunion with Aura, who had such a bond--both positive and negative--with them in the first serial.  Meanwhile, back in Ming's palace, the emperor, in his much grander throne room, is being amused by a dancing girl with long Freddie Kreuger nails--played by Carmen D'Antonio.  Ming's pilots report the destruction of Zarkov's ship.  His scientist reports he has developed an improvement in the death dust. Instead of killing everyone, now it will kill only those intelligent enough to oppose Ming. A test is scheduled for that evening.

Queen Fria tells Barin and his guests that Ming has captured her General Lupi. Flash proposes he and Zarkov destroy Ming's power room, while the Queen's men rescue the general. They decide to go disguised as Frigians so that, if things go wrong, Ming will make no reprisals against Arboria. He can't make reprisals against Frigia because only the Frigians have the secret of surviving in their "extreme cold."

Captain Sudan, commander of Ming's Palace Guards, is secretly loyal to Barin and sends word that General Lupi is to be executed that evening. The rescuers set off immediately. Ronal (one of Barin's men) and Korro permit themselves to be arrested by Ming's guards, setting off an alarm which interrupts the death dust test, just as General Lupi is about to face his demise.

Using a remote control, Sudan opens the gate to a secret tunnel entrance to the palace (we'll learn there's more than one of these), allowing Flash's party to gain entry. Ming orders Ronal and Korro into the glass chamber along with General Lupi for the death dust experiment. Just as the scientist is about to release the lethal dust, Flash and party arrive, destroying the death dust controls with a ray gun. (In this serial only, the "rays" are produced by etching out the film, leaving lightning-like white lines showing the ray's path. It's really rather effective.)  Zarkov, meanwhile, has stayed behind to blow up Ming's lab, to prevent further dissemination of the death dust to Earth.

Flash sends Korro and Lupi back to Zarkov's ship. A fight breaks out between Ming's guards and the rescue party, during which the glass death dust chamber is destroyed. Ming sets off to release the death dust and kill everyone. The fighting continues, as Flash, grappling with a "strong" opponent whose face we never see, falls with his foe into a deep pit in this chapter's cliffhanger. (Recall that Flash also fell into a pit as the chapter 1 cliffhanger in the first FLASH GORDON serial. Except that then he had Aura with him.)

As he hurtles down the pit, Flash catches himself on a handy bar while his opponent falls to his fiery destruction. Zarkov lowers a chain and quickly hauls Flash to safety. The entire rescue party escapes to Zarkov's rocket ship but not before Ronal overhears Ming offer one hundred thousand "mingolds" for the capture of Flash and Zarkov alive. Ming speculates, with Ronal also overhearing, that the Earth men were disguised as Frigians because they have made a pact with Queen Fria to mine Polarite, the only antidote to Ming's death dust. This is big news which Ronal wants to share with his friends.

En route back to Arboria, Zarkov's rocketship is pursued by a fleet of Ming's airships, but Zarkov has a surprise for them, a "disappearing device" which makes the ship invisible. Nearly 30 years before the Romulans' "cloaking device," Dr. Zarkov has invented the identical thing, which he calls a "transparency screen."

When his airships fail to locate Zarkov's invisible rocketship, Ming executes one of the pilots and sends a patrol to Frigia in anticipation of the Earthmen heading there to mine Polarite.

Our heroes set off for Frigia. Although it is dangerous, Dale is onboard because (we learn for the first time--although none of these talents is ever demonstrated) she is a chemist, a radio operator, and one of Zarkov's "most valuable assistants." Before they land, Zarkov sprays on everyone's face a "contra-freeze" solution to protect them from the extreme cold. Although Polarite is easily spotted because the energy it generates causes the snow to melt above the deposits, Zarkov nonethless gives Flash a "polarometer" to help him locate the deposits. Flash, Dale, Barin and a miner, roped together at the waist, set off to locate the mineral, while Zarkov and others set up a base camp near the rocketship for the miners.

A few scenes ensue of our heroes climbing, intercut with footage of icy peaks, falling rocks, blowing snow, and long shots of real mountain climbers (all stock from the PITZ PALU film referred above), combined with winds sounding like a vacuum-cleaner on the sound track.

Suddenly, Dale loses her footing and falls. Barin and the miner support the rope from which she dangles while Flash climbs down, maneuvers her onto his back, and climbs back up with her. Without stopping to catch their breath, the party resolutely continues on.

Overhead in one of Ming's airships, Captain Torch spots our party and bombs them, setting off an avalanche. This chapter's cliffhanger has scenes of PALU's avalanche footage, culminating in a distant view of four mountain climbers attached by a rope, meant to depict our heroes, being swept uncontrollably down a slope.

In his parked rocketship, Zarkov observes the avalanche on the ship's scope. Additional avalanche footage ensues. Luckily, Flash, Dale, Baron, and the miner have fallen into a chasm and are OK, although Barin is injured. On closeups of our party the avalanche appears to have stopped.  This is confusingly interspersed with stock shots of it continuing.

Zarkov's ship takes off and tangles with Ming's ship, knocking out their radio and ray gun, so that Captain Torch feels compelled to head home (one suspects he's a coward at heart). Zarkov flies over the site of the avalanche and spots the chasm. Simultaneously, Flash reaches Zarkov on the radio and Zarkov promises a rescue of Flash's party.

The rescue is accomplished using more footage of a rescue party (PITZ PALU again) with magnesium lamps clambering down a mountain in the dark. They're successful, and our party returns to the ship. Zarkov orders their rest for 24 hours against Flash's desire to continue their action.

Back at Ming's palace, Captain Torch reports he has destroyed Zarkov's expedition but was driven off by a second ship. However, Tecla, Ming's communication officer, intercepts a low frequency radio signal from Zarkov saying that everyone in the party is safe and they are just about to begin mining Polarite.

Absolutely furious, Ming nonetheless spares the lives of Torch and his men, deciding to give them another chance to kill off everyone except for Flash and Zarkov (up to now he's evidently forgotten about Dale, but that won't last). He has Torch instructed in how to remotely control his "annihilatants," just developed robots which can be remotely exploded, literally "walking bombs," and sends them all back to Frigia.

At the mining site, enough Polarite ore has been mined so that Zarkov's ship is already being loaded when Ming's ship lands, discharging the six annihilatants. When Flash spots them, he first thinks they must be from another planet, but then correctly deduces that they are mechanical and operated remotely. When their ray guns have no effect upon the robots, several miners rush at them with shovels. Torch explodes one of the annihilatants, making Flash realize they are walking bombs.

The annihilatants back Flash and his party against a rock wall, which the latter attempt to climb. Dale and a miner slip and fall, knocking themselves unconscious. Flash jumps down to defend them, and grapples with one of the mechanical men, as Torch remotely blows it up in this chapter's cliffhanger.

The explosion throws Flash into a shallow pit in the ground, knocking him unconscious. One of the annihilatants grabs the also unconscious Dale and carries her back to Ming's ship (controlling the robots, Torch preserves Dale because he remembers that his master "has always wanted her").  Another mechanical man grabs Zarkov when he comes to her rescue.

When Flash comes to, Ronal tells him the annihilatants have Dale and Zarkov. Reluctantly, Flash decides to carry the Polarite to Earth before rescuing his friends because theirs are only two lives while millions are dying on Earth from Ming's purple plague.

Flash contacts his father by radio and arranges to drop the Polarite atop Mt. McKinley where it will attract all the death dust Ming has sent to Earth and destroy it. Roka uses a large scoop to drop the Polarite out a chute in Zarkov's ship as Flash circles the mountain. Flash is forced to tell his father that he doesn't have Zarkov or Dale with him--that they were captured by Ming, and he must go back and deal with his arch enemy. An associate of Professor Gordon, up to now having remained anonymous, is heard to say--while looking quite upset: "Dale, my daughter, at the mercy of Ming?" With that profound dialogue, we now know who he is.

Back on Mongo, Zarkov and Dale are brought before Ming, who demands Zarkov give him the formula for the contrafreeze solution and join Ming's campaign to conquer the universe. Zarkov refuses. Ming sends Torch back to Frigia to get Zarkov's ship and has "pretty" Dale prepared to be his bride (as in the first serial).

Torch in Ming's ship and Flash in Zarkov's ship reach Frigia simultaneously. Torch's ship shoots at Flash, who turns on a smoke screen and lands, to fool Torch into thinking the ship has been hit. Flash and Roka hide inside the ship and get the drop on Torch and Thong when they brave Frigia's cold ("it takes my breath away") to get to Zarkov's ship.

All four fly back to Ming's palace in Torch's ship (leaving Zarkov's smoking on the frozen Frigian ground; inexplicably we don't encounter this distinctive looking ship again till Chapter 11). Flash and Roka are now disguised as Ming's soldiers who, luckily, wear helmets with visors so their faces are hidden. They overhear Zarkov is just about to be executed by a destroying ray.

Flash jumps through the window of Ming's torture chamber where Zarkov has been manacled between two stone pillars. Using a sword, Flash tries to pry Zarkov free, but it is too late. The destroying ray, which looks like a large circular beam of sunlight emanating from a clock on the wall and making a "deadly" sound, reaches Flash and Zarkov. Dale pounds on Ming, screams of his vileness and begs him to stop this horrible deed. Ming chuckles at her entreaties and has her pulled aside (there is some real acting here). By then Flash and Zarkov's clothes start to smoke from the ray's heat in this chapter's cliffhanger.

Roka jumps through the same window Flash had used to reach the torture chamber. Zarkov, with his last bit of consciousness, urges Roka to shoot the clock on the wall with his ray gun. This instantly destroys the ray/clock apparatus, immediately reviving Flash and Zarkov. Ming calls for his guards to shoot our heroes but Dale spoils their aim. Zarkov, still manacled, tells Roka and Flash to head for the caverns under the palace, while he bargains with Ming.

Dale is escorted to a room where she meets an unnamed woman prisoner from Arboria who helpfully agrees to give Dale the clothes she was captured in. These are very Maid Marian-ish togs complete with cape and a jaunty cap with a long, slender feather. Dale remains in this outfit for most of the serial.

Zarkov is brought to Ming's throne room and agrees to use his scientific genius to help Ming conquer the universe in return for his life--ironically providing that his work will aid humanity. However, in Ming's lab, he meets fellow prisoner Karm, who shares Zarkov's intention to use all his energies to break Ming's evil power.

Flash and Roka jump two of Ming's guards and steal their uniforms (again), picking up a radiophone in the process. They meet up with a guard (who doesn't recognize them with their helmeted visors down) who has a release order to move Dale. They knock out the guard and rescue Dale, but rather ungallantly leave behind the very nice, soft-spoken Arborian woman who gave Dale her clothes.

Using the release order, Flash and Roka take Dale to Ming's lab where they are reunited with Zarkov. Our doctor, however, refuses to be rescued, explaining he and Karm can better counter Ming's offensive mechanism from the lab. Flash shows Zarkov the radiophone which Zarkov sets to a low frequency, promising to make his own radio so he and Flash can keep in contact. By the time Flash, Dale and Roka have made it to the caverns, Zarkov, who, as we've already seen, works fast, has nearly completed the radio's assembly!

Just as Flash and Zarkov make contact via radio, an alarm is heard signalling the approach of enemy ships. This is Barin's "fleet" (although we see only two ships). Flash says to Zarkov they're not leaving without him. Karm then offers to give Zarkov an "exit" disguise he has long kept for himself, so Zarkov agrees to meet Flash and company in the space court (where the rocketships are parked). Wearing a hooded robe like a monk, Zarkov saunters out of the lab under the nose of the unsuspecting guard! Evidently monks have free access to and from the lab. (There was likely some "inside" humor by the writers in this scene.)

Captain Torch suspects Flash will try to steal the Ming ship in which he arrived at Ming's palace, and conceals a "fire chemical" in it. Flash and his party are challenged when they reach this ship, and a fight breaks out, during which the controls are accidentally thrown and the ship takes off with an unconscious Roka. It immediately catches fire because of Torch's "fire chemical." Therefore, Flash, Dale and Zarkov quickly steal another of Ming's ships and set off to rescue Roka.

Flash ties a rope to the inside of his ship, which Dale pilots so it is right above Roka's flaming ship (Dale's piloting abilities had been established in the MARS serial). Flash climbs down the rope and forces his way in. At a signal from Flash, Zarkov unties the line. Roka is still unconscious, so Flash ties him securely to the rope and then lowers him to Zarkov in the ship which Dale has now maneuvered to be directly beneath. Zarkov hauls Roka in, and Flash clambers down the rope as Roka revives--all this just as the burning ship explodes and plummets.

Just then, Barin's two ships arrive and, not realizing Flash and company are in the Ming ship, they attack. The radio in Ming's ship is not working, so Zarkov is unable to contact Barin. Barin orders the use of the destructo ray and this chapter's cliffhanger ends with an explosion on Ming's ship.

Although their ship is badly damaged and on fire, Flash and his friends are unharmed. Flash decides to transmit a special code he and Barin had "worked out" in the hopes Barin is on one of the attacking ships and will decipher it. Barin (of course) gets the message and arranges to magnetically grapple the two ships together, allowing Flash and his party to step out the hatch of their ship and directly into Barin's. The damaged ship they just left amazingly does not explode this time; it presumably flies on forever.

Back at Ming's palace, Karm completes preparation for Ming's new superweapon, projectiles armed with zotranilium--which as we will see, can get very hot.  In anticipation of a test in Arboria, Ming instructs Torch to send a secret communication to Lady Sonja, Aura's attendant and Ming's schemingly attractive spy in Barin's Arborian palace. This arrives in the form of invisible ink on paper carried by a black bird, instructing Sonja to arrange for Aura's kidnapping. (No encrypted radio signals here; that's too futuristic for Barin's "medieval" lodgings.)

Under pretense of charity to the family of a poor woodcutter, Sonja lures Aura to the Red Forest, where Torch and some of Ming's men abduct her. Both sides ride armored horses with horns like unicorns.

Back in Barin's lab, Zarkov queries Barin's scientist, Keedish, on the properties of zotranilium. Keedish explains this is known as the fire metal. When exposed to oxygen, it burns with the heat of the sun and cannot be extinguished. Quickly, Zarkov and friends start to work with the lab's thermo-electronic apparatus on a method to control and extinguish Ming's projectiles.

Barin receives a radio message from Ming warning of the zotranilium attack; he thinks Ming is bluffing until he finds out, almost immediately, that Aura has been kidnapped as well. Now he knows Ming isn't bluffing

Back at Ming's palace, Ming intercepts a message revealing Zarkov has invented a defense against zotranilium. He sends Torch and Sonja back to Arboria to destroy Barin's radio station to prevent him broadcasting the location where the projectiles land, so that they won't be neutralized.

Ming personally throws the switch to launch the first projectile. Flash and Dale, circling Arboria's barren wastes, spot it en route. Zarkov radios Flash the exact location. Flash dons a fire suit and Dale turns on the contra-thermal waves which protect both the ship and Flash. The ship lands and Flash exits with Zarkov's device--everything outside burning with a vengeance--which he plants near the projectile.

Everything goes well until Zarkov's machine suddenly fails because of being overloaded and burning out a connection. Flash falls into a pit as flames shoot up in this chapter's cliffhanger.

Inside one of Barin's ships, Ronal repairs the failure in Zarkov's contra thermal machine, which then powers up again. Flash climbs out of the pit and returns to the ship, where he picks up another device and, refusing to argue over Dale's protest, returns to the site of the projectile, where he plants it, putting out the flames.

Returning to the ship again, Flash contacts Zarkov by radio and discovers two more projectiles have landed but before he can find out their location, Captain Torch drops a bomb which knocks out communications at Barin's castle. Barin's ships drive off Torch's ship, and Zarkov repairs the radio and tells Flash the coordinates of the remaining two Ming projectiles. We don't see these being put out but are left to assume they have been.

Torch fakes a crash, lands the ship and contacts Ming by radio. Ming orders Torch and Sonja to spy on Zarkov. Disguised as one of Barin's guards, Torch learns that Zarkov has created a new magnetic gun which will paralyze Ming's power plant, rendering his ships and guns useless. (In the crawl of the next chapter, recapping this chapter, this is referred to as the Nullitrion, which uses yet another ray discovered by the inventive Zarkov, the "N" ray). Unfortunately, the gun will self destruct upon use, releasing a poison gas which would destroy all life over a wide area. Nevertheless, Barin determines to use the gun from the Land of the Dead, a desolate, rocky region on the "other" side of Ming's palace, setting it off with a (simple) fuse.

Torch enters Barin's lab and tries to destroy the gun but Roka chases him off. Meantime, back at Ming's palace, Ming reveals to Aura that he has set a trap for Zarkov and Flash.

En route to the Land of the Dead in one of Barin's rocketships, they encounter a Ming ship. Instead of fighting, however, Zarkov merely turns on his "disappearing screen" (which he had "brilliantly" added to a ship other than his own, without telling us), once again rendering the rocketship invisible. Ming orders Torch to arrive at the Land of the Dead first and plant a bomb which will detonate by the time Barin's ship arrives.

Torch has his men dig a hole in which to hide this explosive device, which slightly resembles a conga drum. Meantime, Sonja keeps watch from a nearby ledge but is captured by some Rock Men. These are Hawaiian looking men who wear drab, "rocky" costumes and pointy headed masks that cover their entire face. When a giant "iguantian" passes by, the Rock Men move quickly together and stand absolutely still, fooling the giant creature into thinking they are part of the rockface. (As prevously noted, all iguantian footage is from the first FLASH GORDON.)  They take Sonja to a nearby cave and speak to each other but neither we nor Sonja can understand because their language is unfathomable; in reality it consists of recorded voices played in reverse, and, as it turns out, saying the "expected" lines--though completely unrecognizable. Clearly these are "backward" people.

The Rock Men capture Torch and his men soon after Torch has set the fuse. Barin's ship lands and everyone disembarks, except Barin and Ronal, to locate a cave in which to shelter until the poison gas dissipates. This chapter's cliffhanger is the attack by the Rock Men on our heroes just as Ming's buried explosive detonates.

The gigantic explosion causes rockslides, quakes, and other general meyhem over a wide area, knocking Flash, Dale, Roka and Zarkov unconscious, though they appear to be dead. The Rock People carry them a little distance away. One of them pounds on a rock, which releases a gas that revives our heroes. Luckily, Zarkov can understand and speak Rock talk, which he identifies as the language of an ancient Earth tribe that once inhabited the Gobi desert. Everyone is taken to the Rock King but, en route, two of the iguantians appear to menace them (always appearing in separate footage). One of Ming's soldiers panics and runs for it, and one of the monsters chases him down and kills him (offscreen).

In the Rock King's throneroom, the prisoners are jointly blamed for the disappearance of the Rock King's son. If he does not return, they will all pay with their lives. Flash, Roka and Zarkov are sent to a cell separate from Sonja and Dale. When Flash tries to protest, he is clubbed unconscious.

Thinking Sonja is asleep, Dale takes out a short wave radio and contacts Karm, but he cuts her short because Ming is about to arrive. Sonja overhears and grapples with Dale, getting the radio from her. The Rock Guards separate the two women, and Sonja, ever the trouble maker, contacts Karm, pretending to be Dale. As she hoped, Ming overhears and realizes Karm is a traitor and has him locked up.

Roka pretends to be poisoned. When the Rock Guards investigate, he grapples with them as Flash and Zarkov escape from the caves, each grabbing a spear as they leave. They feel a strong gravity pull and notice one of the Rock Men, the King's lost son, trapped on the side of a cliff by a lodestone, the source of the magnetic attraction, which has been exposed by the explosion Torch set off. (The Rock King's son is identifiable because he has a sunburst painted on his costume, as does Flash). Zarkov explains this part of Mongo is made up of highly magnetized particles (!!).

Flash sends Zarkov back to the caves to inform the King his son has been found. He sets off to rescue the King's son, laboriously climbing up the cliff face against the extreme magnetic pull. Back in the caves,the prisoners are sentenced to death. One of Ming's soldiers is tossed into a fiery pit, as Dale screams and covers her eyes.

Zarkov is delayed returning to the caves by another iguantian, as the Rock Guards gather up Dale to throw her into the pit in this chapter's cliffhanger.

Flash, who we know is quite strong, manages to pry a huge boulder off a cliff which smashes the lodestone, dropping it into the planet's depths, and putting an end to its magnetic pull. He carries the Rock King's son to safety.

Roka tosses a rock at the guards manhandling Dale and runs off with her into the caves, but they are soon recaptured. Just as Dale is once again about to be executed, Zarkov arrives to announce the Rock King's son has been located, followed a beat or two later by Flash carrying him in. The Rock King grants Flash and his friends their freedom in gratitude for saving his son. Torch, Sonja and Thong take the opportunity to escape. Flash and Roka set off in pursuit.

Torch's rocketship has been destroyed in the explosion so the Ming contingent decides to sneak up on Barin's ship. However, Sonja screams when she spots another iguantian (that's where we hear her use the word and, for the first time, know what to call the creature), and Barin hears her and sets off an alarm, alerting Flash and friends. They split up and corner Torch, Sonja and Thong, who toss a boulder down on them. A fight ensues and our heroes manage to overcome Torch and Thong and take them hostage along with Sonja.

They all take off in Barin's rocketship and contact Karm. Although he is now shackled in prison, he has managed to get hold of his radio through the efforts of Captain Sudan, who remains ever loyal to Barin. Barin arranges for Sudan to open at midnight the gates which lead into the caverns beneath Ming'spalace, so that he can rescue Princess Aura.

Leaving Dale and Ronal to guard Torch, Thong and Sonja, Flash, Barin, Roka and Zarkov set off into the caverns.  They are confronted by several of Ming's guards, one of whom manages to set off an alarm. Ming rushes to Captain Sudan to find out what is going on, and Sudan reluctantly turns on the spaceograph (or televisor), showing Flash and company fighting in the caverns.

Ming gloats that his enemies are trapped and orders Sudan to have the flood control valve turned on. Sudan proffers the notion that Ming had wanted them alive. To which Ming replies with his characteristic fervor: "Are you GOING to obey?" Sudan, knowing when he's licked, opens the valve. Water comes pouring into the caverns and a panel comes down, cutting off the escape of Flash and friends. This chapter's cliffhanger shows Flash, Barin, Zarkov and Roka being swept off their feet by the raging water.

When Ming exits to gloat about the death of Flash, Barin and the others, Captain Sudan diverts the water away from the bottomless pit and opens a panel to a side tunnel, allowing our heroes to escape back to Barin's rocketship.

Ming summons Karm and Aura to his throne room to announce the death of Flash, Barin and company. Karm reacts by trying to strangle Ming; Ming's guard stabs him to death (off screen). Aura remains upset over the whole deal.

Back in Arboria, Thong has escaped (off screen). In her prison cell, Sonja pretends to hang herself. When one of Barin's guards comes to her rescue, she kills him with a ray gun. Then she releases Torch from his cell.

Torch and Sonja attack Barin's radio room, knocking out the operator. Torch contacts Ming who tells him to recall Barin's ships so Ming's gas bombers can get through. After Torch sends out a general message to that effect, he wrecks the communications equipment so his order can't be countermanded.

Dale and Roka discover Sonja and Torch have escaped. Dale spies Sonja in the radio room and the two women fight (as they had in the Rock caves). When Flash arrives, Torch threatens Dale with a gun. He and Sonja dash away with Dale their prisoner.

The gates around Barin's castle are lowered, trapping Torch and Sonja, so they head for a tower with Dale, as Ming's ships arrive. Amid dropping gas bombs, Flash climbs to the tower roof and grapples with Torch, as once again Dale and Sonja fight. The women pass out from the gas bombs, as Torch and Flash fall over the side of the tower in this chapter's cliffhanger.

Flash and Torch fall into a moat; Torch appears unconscious and Flash (with his known swimming abilities) rescues him. Barin, Zarkov and Roka rush to the laboratory to open the gas control valve. Soon the palace is cleared of the noxious fumes.

One of Ming's bombers lands and, led by Thong, Ming's soldiers kidnap the unconscious Ronal, Dale and Sonja and carry them back to their rocketship, where they are revived.

In Barin's radio room, the radio is once again operational. Barin orders his ships to use their destructo rays on Ming's ship. They manage to down two of Ming's ships, but the one carrying Dale and Ronal escapes.

Back in Ming's throne room, Ming greets Thong and Sonja. He is angry over the loss of two ships and crews and their failure to return Torch, but Sonja points out a hostage exchange can be arranged for Dale.

Ming contacts Barin's castle via the televisor and offers both Dale and Ronal in exchange for Torch. Ming's evil face is shown in portraiture on the screen. (Amazingly, no one bargains for Princess Aura as well--her father's prisoner since Chapter 6.)  Ming allows Zarkov to set the place of exchange in order to assuage Flash's suspicions that there may be trickery involved.

Zarkov arranges for Ming's rocket to meet Barin's rocket at some neutral ground and the prisoners are exchanged, but Dale faints as soon as she reaches Flash, and Zarkov confirms she has been drugged and is "dying." Ronal has been given a (Romanesque) scroll from Ming, demanding the return of Dale accompanied by Zarkov for administration of the "only" antidote that will save her. Zarkov drops Ronal and Flash back at Barin's and returns to Ming's palace where Ming revives Dale.

Dale is sent to the bedroom where Aura is being held captive. Ming warns them that the rug on the floor has been electrified with 4,000 volts and will electrocute anyone who touches it. Doubting him, they toss a piece of metal from a nearby suit of armor and when it comes into contact with the rug, it causes a small explosion.

Zarkov is left in Ming's laboratory with Drulk, who tells him Karm is dead but passed along all Ming's secrets before Ming killed him. Zarkov and Drulk plot to rescue Aura and Dale and escape from Ming.

Expecting a surprise raid by Flash and his friends, Ming orders Captain Sudan to double the sentries and particularly to put guards at the entrance to the abandoned tunnel. Flash, Barin, and Roka take off for Ming's palace in Zarkov's rocketship--last seen smoking in Chapter 4 in the frozen wastes of Frigia (apparently it wasn't hazardous to this ship's health). They land near the abandoned tunnel, then grapple with the guards before discovering they are loyal to Barin. Once again, Roka exchanges clothes with one of the guards and pretends to be escorting Flash and Barin as prisoners, although they encounter none of Ming's doubled sentries.

They make their way, via some ominous catacombs, to the room where Dale and Aura are locked up. (The scene interestingly never shows Dale and Aura occupying the bed together. Could the directors actually have been concerned with implied lesbianism in those "innocent" years?)  Suspecting a trap, Flash borrows Barin's sword--evidently more potent than a raygun--just in case. Dale awakes and tries to warn Flash not to step on the electrified rug, but this chapter's cliffhanger is the explosion just as Flash approaches the rug.

Flash is stunned but unhurt, Barin's sword having taken the brunt of the discharge (or so we are led to believe). Aura calls to Barin to turn off the controls, disabling the electrified rug, and our heroes make their escape.

Back in Ming's throne room, Ming gets the report of the successful rescue of Dale and Aura. Ming orders the guard doubled on the laboratory, rightly thinking Flash will next try to rescue Zarkov. Flash, Roka and Barin scuffle with the guards outside Ming's lab, overcoming them, but someone sets off an alarm. Zarkov rigs the lab door so it will take hours to open, while Flash dons the uniform of one of the unconscious guards.

Zarkov explains that, through Karm passing along the information to Drulk (the two, in fact, resemble one another like twins), he now knows the secret of Ming's power is thallinium, a new element which is a beam of light from the sun, "where all light and power originate."

Ming contacts Zarkov via televisor and, in a megalomaniacal rant, similar to the last chapter of the MARS serial, Ming declares himself the "universe" and gives Zarkov one hour to surrender, claiming to have another source of power Zarkov knows nothing of.

Flash and Roka, disguised as guards, exit the lab through a secret passage to the caverns. While Roka keeps watch, Flash spies on Ming, overhearing him cross examine Torch about his Z-O ship, which is loaded with solarite, meant to destroy all the cities of Earth. This is the first we have heard of solarite.

Flash and Roka return to the lab as Ming again contacts Zarkov via the televisor, threatening to use the solarite against Earth if Zarkov doesn't surrender. Zarkov asks for time to consider, and Ming allows him 5 minutes. Flash confirms that Ming has solarite but says he will double cross them and attack Earth whether they give up or not.

Drulk volunteers to stay behind, even though it will mean certain death when Flash crashes the solarite ship into the palace. Someone has to stay behind in order to control the "death ray" that guards the space court (again the first we've heard of it and never a problem previously when Flash had to steal a Ming ship).

Even Dale and Aura wear the Palace Guard helmets with visors as they escape through the secret passage, although they are not wearing uniforms, so this disguise would be unlikely to fool anyone. (Apparently we're giving the Palace Guards more credit at simple deduction than they deserve.) Dale, Aura, Roka and Barin proceed to Zarkov's rocketship. Barin announces he will "warm up the motor" while awaiting Zarkov.

Zarkov and Flash approach the space court and spot a ship thoughtfully labeled Z-O. Some unsuspecting Ming guards approach and are disintegrated by the death ray. This reminds Zarkov to radio Drulk to have it turned off. Flash makes it to the solarite ship where he signals to Zarkov, who heads to his own ship.

Flash searches the Z-O ship and locates a parachute (now looking very old-fashioned). Zarkov's ship takes off, just as Ming learns that Zarkov and company have escaped from the lab. Realizing that Flash will use the solarite against him, now that his friends are safely away from the palace, Ming, Torch, Sonja and his others head to the tower room in hopes of using the auxiliary controls to explode the solarite right in the ship. Once there, Torch tries to contact Captain Sudan to connect the control to the tower room, but Sudan not only refuses but also locks the door of the tower room, trapping Ming and his minions inside.

Sudan contacts Drulk via radio, asking him to tell Zarkov that Ming is in the tower control room. Drulk radios Zarkov to pass this information along. He and Zarkov exault that this means Flash won't have to destroy the palace; therefore, Drulk will not be killed and Barin can be placed on the throne of Mongo.

Zarkov radios Flash, who changes course for the tower and dons the parachute--a clear retrogression from the Martian flying capes of the previous serial. Sudan confides to another guard (presumably loyal to Barin as well) that there is a way of escaping the tower, despite the locked door, but he is sure Ming will be so terrified, he will not think of it. We are not told what that is. (This is surely a loophole for Ming to re-appear in case there might have been a fourth FLASH GORDON serial.)

Flash radios Zarkov he is about to parachute. Dale maneuvers the ship under the solarite ship and Zarkov and Roka help Flash into Zarkov's ship.

Ming spots the solarite-laden ship heading directly at the tower. He and his terror-stricken cohorts try to leave the room, they find the door locked, and--true to Sudan's prediction--do not appear to have thought of the "alternative" escape route. They end up helpless as the ship approaches. The ship impacts explosively on the tower, destroying it completely.

On Zarkov's ship, everyone congratulates Flash for saving the universe. In some of the "best" dialogue of all 3 serials, Flash intones, "In his mad ambition, Ming declared he was the universe." Zarkov jocularly rejoins that he will radio Flash's father, declaring:  FLASH GORDON CONQUERS THE UNIVERSE! This time we are preserved from seeing our heroes' flight home and all humanity heaping praise on its benfactors.

• FLASH GORDON  (1936) ------------------------------ poster Flash & Aura
• FLASH GORDON'S TRIP TO MARS  (1938)----- claycaves & poster
• Cast's other credits