Distinguished Professor Gordon (John Hoyt) explains that Earth is being tormented by periodic "sex rays", which send people into a sexual frenzy. When one of the rays hits the Ford Trimotor passenger aircraft carrying Flesh Gordon (Jason Williams) and Dale Ardor (Suzanne Fields), the pilots abandon the controls and everyone aboard has manic sex. When they finish, Flesh and Dale escape the imminent plane crash by parachute. They land near the workshop of Flexi Jerkoff (Joseph Hudgins), who has a plan to stop the sex rays at their source.
They travel to the planet Porno in Jerkoff's phallic rocket ship, and are briefly hit by a sex ray, resulting in a frantic three-way orgy. They crash land after being shot down by the minions of Emperor Wang (William Dennis Hunt) and are attacked by several one-eyed "Penisauruses" before being taken prisoner by Wang's soldiers. They are brought before Wang, who is presiding over an orgy of more than a dozen men and women. Jerkoff is sent to work in Wang's laboratory, while Wang announces his intention to marry Dale. Flesh is sentenced to death, but is saved when Queen Amora (Nora Wieternik) instead takes him to be her sex slave.
Wang shoots down Amora's ship, and Flesh is the only survivor. He is reunited with Jerkoff, and they resume their efforts to defeat Wang, now using Amora's Power Pasties. Wang and Dale's wedding is interrupted when Dale is kidnapped by Amazonian lesbians, whose leader, Chief Nellie (Candy Samples), attempts to initiate Dale into their cult. Flesh and Jerkoff save her, unexpectedly aided by Prince Precious (Mycle Brandy) of the Forest Kingdom. With help from their new ally, Jerkoff builds a weapon to destroy the sex ray. They confront Wang and trick his "rapist robots" into turning on him, but Wang escapes, seeking the aid of the towering idol of the Great God Porno. Porno comes to life and captures Dale as they flee, blandly commenting on his actions. Jerkoff shoots the living idol, freeing Dale and causing the god to fall on Wang and the sex ray. Flesh, Dale, and Jerkoff are celebrated as heroes and return to Earth.
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