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.