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.
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 and Azura are forced to seek refuge among the rocks and she rues the fact that she has been cut down by her own soldiers; the clay people are restored.
A blast knocks Dr Zarkov and Flash Gordon unconscious, and when they recover they force Tarnak to reveal where the Lethium antidote is; Ming and Azura guess that their trap has failed.
Dr Hans Zarkov, Prince Barin, and Happy Hapgood rescue the wounded Flash and the leader of the Forest People orders the Earth people to be killed on sight.
Flash uses a Martian guard's uniform to disguise himself, Prince Barin arrives back at the Valley of Desolation and Queen Azura escapes and regains her power.
Dale manages to take control of the Stratosled that Ming's soldiers arrived in, Happy overpowers a Martian and grabs a weapon and Flash attempts to use magic to destroy the Nitron Lamp.