- A mammoth killer-robot from another galaxy has been buried right under Central City for more than ten million years. Ming discovers a way to wake it up.
- An alien being named Axrel tells Ming of a war which his distant ancestors fought with another race of aliens, who created a deadly robot called the Annihilator to use as a weapon against Axrel's race. Eventually, the Annihilator's creators were defeated and the Annihilator was sent crashing into the prehistoric Earth, landing in the spot where Central City would one day be built. The Annihilator has lain dormant ever since, but Axrel tells Ming the secret of how to revive it. He then pleads with Ming to spare his planet, to which Ming says he has no interest in the planet and dismisses Axrel.
At Monitor, Kshin begins to doubt himself after he gets scared during a training session in the Battle Simulation Room. He thinks a Defender would never react in this way, but Rick and LJ say they were scared too and Jedda adds that everyone gets scared sometimes. Flash tells Kshin that the important thing is that he learns from his fears. Moments later, Dynak reports that there is an incoming message from Flash's old friend Krone, who is also Axrel's father. Krone tells Flash that his planet is in danger and Flash flies to his aid. Dynak then reports that Ming's Ice Robots have landed in the Californian desert, where they are setting up equipment capable of triggering an earthquake so powerful that it could destroy the whole of California. Rick, LJ and Jedda set off for California to put a stop to this, but Kshin and Zuffy are not allowed to accompany them and Jedda leaves Kisa behind to keep an eye on the pair. Dejected, Kshin thinks the older kids don't want him with them because they are ashamed of him for getting scared.
In Paris, Mandrake has just won the Magician of the Year award for the fifth year in a row when a magician named Callistro declares himself to be the greatest magician in the world. To prove it, Callistro challenges Mandrake to a duel of magic and Mandrake immediately accepts. However, he is unaware that Callistro is working for Ming and that the duel is all part of Ming's plan to awaken the Annihilator. Mandrake and Callistro start with some simple illusions which involve them making doves appear to materialise out of thin air. Meanwhile, Lothar (who is in Paris with Mandrake) is growing suspicious.
Arriving in California, Rick, LJ and Jedda try to destroy the earthquake machine from above, only for Garax to have the Ice Robots activate a mirror force-field to deflect the lasers fired by the three young Defenders, who barely manage to avoid being hit. Rick then realises this won't be as easy as they thought and that they will have to land their helicopters and attack from the ground. Back in Paris, Callistro has gained the upper hand in the duel between him and Mandrake, but Mandrake refuses to concede. Meanwhile, Flash arrives on Krone and Axrel's planet, where Krone tells him Axrel has a confession to make.
Before long, Callistro has Mandrake at his mercy. When Mandrake says he still has other powers he can call on, Callistro retorts that Mandrake can't even stop him from using his powers on Lothar. Faced with this, Mandrake calls forth the very power of the Universe, which is exactly what Callistro was counting on. The two magicians become part of a circuit which connects Mandrake's wand to Callistro's which in turn connects to a transmitter on the roof of the theatre. This transmitter beams a signal to a satellite which beams its own signal back to Earth, awakening the Annihilator which emerges from underground and sets about creating havoc and destruction.
As Kshin watches the Annihilator's rampage on her view-screen, Dynak tells him that it cannot be harmed from the outside, but can be reprogrammed from the inside. Kshin says this sounds like a job for Rick and his knowledge of computers, but Dynak says Kshin is the only one of the Defenders small enough to fit through the opening in the Annihilator's heel. At Ice Station Earth, Octon tells Ming that Rick has the skills to reprogram the Annihilator, to which Ming says they will have to make sure Rick stays where he is until it's too late. Indeed, Rick, LJ and Jedda are still in California, trying to figure out a way of stopping the earthquake machine, when Jedda senses that Kshin is in danger. Kshin has Kisa and Zuffy distract the Annihilator while he climbs through the opening Dynak mentioned. He then starts climbing towards the Annihilator's control centre, pausing along the way to contact Dynak and confirm that Kisa and Zuffy made it back to Monitor safely.
Meanwhile, Callistro taunts Mandrake about how his special power was what Ming needed to destroy Earth, adding that Mandrake (whose power is still being drained by Callistro) will soon be dead. Learning that as long as the circuit remains unbroken there is nothing he can do to prevent this, Lothar hurries onto the theatre roof and dismantles the transmitter, neutralising Callistro and saving Mandrake. Dynak contacts Rick to tell him about the Annihilator and that Kshin needs his help to stop it and Rick heads back to Central City, leaving LJ and Jedda to deal with the earthquake machine. LJ draws the Ice Robots' fire and, just as he gets clear, Jedda uses the power of her Pendant of Mystery to throw the switch which activates the force-field. This traps the laser blasts within the force-field, destroying the earthquake machine and all the Ice Robots except Garax.
The Annihilator arrives outside Monitor and tries to blast its way in as most of the Defenders assemble in the main control room. Kshin, having reached the Annihilator's control centre, contacts Rick, who says he has narrowed it down to two buttons, one of which will stop the Annihilator while the other will make it even more powerful. Just as Dynak's defence shields fail, Rick works out which button Kshin needs to press and tells the younger boy, who presses the button in question, stopping the Annihilator in its tracks. The reprogrammed Annihilator is sent to Krone and Axrel to protect their planet from future attacks by Ming. Kshin, meanwhile, has learned a lesson about bravery and vows not to let anything scare him again, only to be startled moments later by Zuffy sneaking up on him.
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