It's the height of the Cold War between the United States and the Soviet Union with the Communists launching a spy satellite that has the Free World leaders in a panic. Fears about the nature of the satellite force the United States to send an agent undercover behind the Iron Curtain to discover what the Soviets have learned. What he finds is the Communists have used the information acquired from their spy satellite to help them perfect a new and even more deadly nuclear weapon.

After his witch guardian threatens to turn him into a statue, young Tip runs off to Emerald City with his newly-animated companion, Jack. Along the way, he meets up with Genral Jinjur, leader of the Army of Revolt, who takes Tip prisoner as she marches her troops to take over the Emerald City.