As a planet rushes toward a collision with the Earth, Flash Gordon leaves his polo team to be with his father, the eminent scientist Professor Gordon, during the final hours before destruction. However, atmospheric turbulence forces Flash to parachute from his transcontinental flight, on which he has met the beautiful Dale Arden. Flash and Dale land near the rocket ship of Doctor Zarkov, an enigmatic but brilliant scientist, who enrolls Flash in his plan to avert the cosmic catastrophe. Dale joins them in the rocket ship, and they land on the planet Mongo, where they are taken to the palace of the evil Emperor Ming. The wily Zarkov persuades Ming to conquer rather than destroy the Earth, but Ming condemns Flash to death and decides to marry Dale. Ming's sultry daughter, Princess Aura, desires Flash and rescues him. Hidden in a rocket, Flash attacks the gyroships of the native Lion Men when they fly against the palace. The rockets flown by Flash and Prince Thun, leader of the Lion Men, collide, and after crashing, Flash and Thun realize that they both oppose Ming. Zarkov informs Flash that Dale has been drugged so that she will marry Ming, but she is rescued by Flash and Thun. Aura assists in their escape, and they meet Prince Barin, the legitimate ruler of Mongo, whose parents were deposed by Ming. After emerging from the rocks of their escape tunnel, Zarkov and Dale are seized by the winged Hawk-men and taken to the aerial sky city of King Voltan. He orders Barin's rocket to be attacked with the melting ray and condemns Flash and Barin to slavery as stokers in the atomic furnaces, which supply the anti-gravity beams that support the sky city. Ming flies to the city when he learns that Aura has been taken captive, and on his arrival, Flash and Zarkov sabotage the furnaces. Zarkov substitutes a new ray after Voltan promises to release his friends, but Ming demands an imperial tournament that pits Flash against a vicious horned "orangopoid." Aura gives Flash a spear to kill the monster in the contest, whose victor will be given his choice of a bride at Ming's palace. The High Priest and Aura then conspire to give Flash a drug known as "the drops of forgetfulness," so that he will no longer know his friends. However, Barin takes Flash from Aura, and Zarkov restores his memory, then makes him invisible so that he can escape the guards. After returning Flash to visibility, Zarkov calls the Earth by radio, and as they prepare to depart, Barin protects Dale by hiding her in the palace catacombs. Aura pursues her with Tigron, and Flash kills the beast with his bare hands. The Lion Men then resume their attack in their gyroships, and this time Ming loses. After Ming enters the sacred temple of Tao, from which no man returns alive, Barin promises that Earth has nothing further to fear from Mongo. Before Flash, Dale and Zarkov leave the planet, the High Priest sets a time bomb on board their rocketship. Barin, however, learns of the bomb and radios the ship in time for Flash to throw it overboard. As the rocket prepares to land on Earth, Flash and Dale enjoy their first kiss.