Underdog, still in the power of Simon Barsinister, has been ordered to destroy Sweet Polly. Underdog overcomes Simon's hypnotic powers, and saves Sweet Polly. Polly tells Underdog that he must stop Simon before he rules the world. Underdog and Polly take off. Simon orders General Borderdash to shoot Underdog down like a dog. The army tries to shoot Underdog down, but only succeed in smoking the clouds. Underdog fights the army on the ground. He takes on the army tank, and the missles, which Underdog frees General Borderdash from the power of Simon Barsinister. Then Underdog takes the missles and destroys Simon's evil crime lab with them. Then everybody says "Look in the sky: it's a plane! It's a bird! It's a frog! A frog?" Underdog says; "Not plane, nor bird, nor even frog! It's just little old me- (Underdog runs into a Telephon pole) Underdog!