In the future of 2010, three young Americans, Quentin, JT and Amy, are visiting Shanghai, when they get shanghaied by mysterious Mr. Smith and taken to Flatland, a place where past and present meet, literally. The only way out for them is to agree to fight Khan for him, an evil ancient warrior who lies through his reincarnations and could destroy the world if not stopped in time. Coventry and Jagger help him, while encyclopedic Linda helps Smith in his 4000 years long quest to stop him. Smith has an alter ego, a wise Shanghai nightclub owner known as Uncle, who gives advice to those who need it.

Jagger gets his hands on a deadly nerve agent developed during WWII, and not long after an entire village is decimated. JT and Mitchell set out to find who is responsible, while Smith's rage reaches a boil.