Through some harmless playacting, Dr. Smith unintentionally conjures up the magical gauntlets and war hammer of the Norse god Thor. Taking him for a mighty warrior, Brynhilda spirits Smith off to Asgard for a showdown with Thor.

Shortly before lift-off, Dr. Smith discovers a cave inhabited by devices, which are the remnants of a once-mighty civilization; the Draconians. As the countdown draws near, Dr. Smith falls ever-more-so under the influence of the Draconians.