Steve Chase arrives at the Sun City International Martial Arts Confederation awards to claim the top prize and fights off several men assaulting Kandy Kane, a beautiful blonde. Later, Steve joins Kandy in her suite, finds a hidden microphone, and drops it into champagne. Kandy needs Steve’s help to rescue her father, Dr. Horatio Kane, a chemist who was kidnapped when his work extracting fuel from potatoes unexpectedly produced a mind control drug that allows whomever administers it to control their victim’s will. A waiter delivers champagne that Kandy did not order, and when Steve throws the bottle outside, it explodes. As Steve fights the waiter, he kicks open the door to an adjacent room and discovers Kandy’s associates, who believe the fate of the world is at stake. Steve agrees to assemble his rescue team for $5 million, but also insists that Kandy cannot participate. First, Steve looks for his colleague, “The Fly,” at a martial arts academy. Fly and Steve engage in a martial arts exercise, during which Fly levitates before escaping down the side of the high-rise building. Steve then finds “Gorilla” working at a construction site after being banned from pro-wrestling for biting off his opponent’s ear after each win. Next, Steve locates “Gypsy Billy” in a rundown trailer park. “Gyp” claims to be retired but Steve insists he join them. As they leave, the manager refuses to return Gyp’s five dollar deposit and Steve watches as Gyp takes down the manager’s henchmen. At the hotel, Steve, Gorilla, and Gyp are debriefed by Kandy and her men about Wellington Forsythe III, a billionaire who disappeared years ago, resurfaced as “Marduk,” kidnapped Kane, seized a mountain town called Ironville, and now controls the villagers with the potato-derived drug. Kandy’s men will provide a jet part-way to their destination, then the team will drive to the town. Gorilla suggests they also recruit “Hotdog.” Meanwhile, in Ironville, Marduk congratulates his ultimate fighter, Optimus, for conquering every opponent. His assistant, Minerva, announces that Steve has accepted the mission and Marduk looks forward to watching Steve challenge Optimus. At Dr. Kane’s request, Marduk and Minerva fly their helicopter across town to the medical building. Dr. Kane refuses to help “Operation Water Supply” introduce the drug into the world’s water so that Marduk can rule the planet. Realizing the effects of the drug on Dr. Kane have worn off after five days, instead of the usual seven, Marduk administers the drug and the doctor becomes compliant. Fearing Dr. Kane did damage when he had free will, Marduk has the doctor and his lab moved while the building is searched. Elsewhere, Steve and his team arrive at a warehouse where Hotdog hosts a dangerous gun tossing game. Hotdog is reluctant to join because Fly is absent, but Gorilla insists. Later, the men are surprised to find Kandy on the jet. Steve wants to turn back, but Kandy promises to take them to Fly. At their meeting, Steve reveals that he can also levitate and Fly joins the team. En route to the village, they stop to teach Kandy some martial arts moves and are surprised to discover she is already an accomplished fighter. In town, Minverva informs Marduk that Steve’s first test, “Operation Intercept,” is activated. The team visits a saloon to ask for directions, but thugs surround them, a fight ensues and Steve’s team wins. In town, Minerva announces that Steve prevailed at the bar, so Marduk moves to “Plan B,” involving his elite ground corp. When Steve’s team stops a passing car to ask directions, Marduk’s men jump out to fight, but they lose. Marduk is shocked and puts “Operation Skydive” into motion. However, Marduk’s parachuters are also unsuccessful. When the team nears town, Steve details his rescue plan: Kandy guards their vehicle, Steve enters alone, and the others pair up. In town, when Steve discovers that Dr. Kane’s lab has been moved, he is also surprised by Kandy, who refuses to be left behind. Steve, Fly, Gyp and Hotdog steal guard uniforms, while Gorilla and Kandy change into civilian clothes. Confronted by the chief guard, they pretend to guard Kandy and learn Dr. Kane’s location, but when the guard becomes suspicious, they knock him unconscious. At Dr. Kane’s lab, Steve claims Kandy needs a special examination, but the guards insist on verifying it with the chief guard, who has regained consciousness. Guards surround Steve’s team and their chief orders injections, but Marduk arrives and stops them. Marduk is obsessed with proving Optimus is the best fighter in the world, and therefore his champion must beat Steve. The others are jailed and Marduk gives Steve a tour of the town, ending at Dr. Kane’s office. Minerva interrupts and, when Marduk leaves with her, Dr. Kane reveals he is not under the drug’s control; Marduk is unaware that Dr. Kane recovers in only two days, leaving him time to create an antidote. He gives the antidote to Steve, warning that the serum is already in the water supply and the antidote must be put in the contaminated water within twenty-four hours or it will not work. Steve informs Dr. Kane that his daughter is part of the rescue mission, but learns that the doctor’s actual daughter is one of the town’s mind-control victims. When Steve is locked in the cell with his team, he announces they are going to have to fight like gladiators, but tells them he has a plan and they should follow his lead in the arena. He turns to question Kandy, but the guards interrupt. She begs him to trust her as the guards take everyone, except Steve, to the arena. Gorilla, Gyp, Kandy, Hotdog, and Fly win their respective fights. Then Steve is brought out to face Optimus and Steve prevails. However, Marduk insists Steve cannot become the new Optimus until he kills his team under Marduk’s control. Steve is forced to drink the serum and, seemingly under Marduk’s control, turns to face his friends. They surround him and attack, but instead of killing Steve, they launch him at Marduk and Steve forces the dictator to tell the citizens they are free. The crowd goes wild and attacks the guards. In the chaos, Marduk and Minerva make a run for the helicopter and the team, except for Steve, follows. Gorilla grabs the propellers to keep the helicopter from lifting off. Minerva jumps out to escape, but meets Kandy, who wins their fight. As Marduk tries to lift off, two guards order Gorilla to let go, or they will shoot. Gorilla dives out of the way as the guards fire and the helicopter explodes. In the lab, the chief guard shoots Dr. Kane but Steve dives across the room, brandishes a metal stand and deflects the bullet, saving the doctor. Dr. Kane and his real daughter reunite and he destroys the formula. Kandy admits she is a government agent, but wants to quit, and Steve promises to be at her side.