While asleep, Tor is kidnapped by Gill Men, who bring him to the Serpent Queen, who wants to use him as bait to get revenge on Mightor. Little Rock, who witnessed the kidnapping, takes Tor's club and flies off with Ork to make a rescue. He nearly loses it on his first attempt, but Tog is able to recover it and bring it to Tor so they can change as Mightor battles the Queen's Serpent of the Pool and a winged reptile that can fly.