Amzot is being bombarded by the planet Luvanuum. Zaygot and his henchmen are trying to destroy Azmot. The Herculoids travel to Luvanuum in a ship captured from Sarco. When they land, their ship is destroyed and they are attacked by winged sentries with deadly laser beams. The Herculoids destroy Zaygot's base and he escapes—they use Zaygot's ship to return to Amzot. Torrak returns and sends out a giant fly to capture Tara. The Herculoids follow and discover that Torrak's warrior microorganisms are now larger and more formidable, but defeat them anyway.