The Atom battles for his life in a miniature land where even the smallest creatures on Earth can prove to be his death. Meanwhile, Jean Loring makes a startling decision.

Atom and Taren are pulled out of the rat den only to be forced to fight together in a gladiatorial combat. The only twist is Taren has been blinded. When this is revealed Atom refuses to fight him and the citizens turn on King Caellich for blinding Taren.

Taren and Atom are able to escape with Princess Laethwen all because of the help of a rebellion sympathizer named Pohrager. Pohrager is captured and King Caellich's men and Caellich puts his adviser Deraegis in charge of his punishment and Deraegis has him tied to a stake in the middle of the city with no food or water in the kings name. This is bad for the king because the people are turning on them and Deraegis uses the moment to look like a hero.

Meanwhile in the Jungle, Taren asks Atom to take over for him as leader of the rebellion. This does not set well with Voss, Teren's second-in-command. Voss attack Atom but Atom wins out and keeps Voss as the second-in-command.

Jean Loring while at home in Ivy town believes Ray is dead. While sleeping alone she calls Paul Hoben who says he will be right over. Fade to dark.